Common use of Successor Corporation to Be Substituted Clause in Contracts

Successor Corporation to Be Substituted. Upon any such consolidation, merger (or similar transaction), conveyance or transfer (but not upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued and unpaid interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon any such consolidation, merger (or similar transaction), conveyance or transfer (but not upon a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, except in the case of a lease of all or substantially all of the Company’s properties and assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest that has not been paid on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereofereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, conveyance, lease or similar transaction), conveyance or other transfer (but not and upon a lease) and the assumption by the Successor CompanyCompany or the Successor Guarantor, as applicable, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture Indenture, the Notes and the Note Guarantees and to be performed by the CompanyCompany or the Guarantor, as applicable, such Successor Company (if not the Company) or Successor Guarantor, as applicable, shall succeed to and and, except in the case of a lease of all or substantially all of the Company’s assets, shall be substituted for the CompanyCompany or the Guarantor, as applicable, with the same effect as if it had been named herein as the party of the first part, and the Company or the Guarantor, as applicable, will be discharged from its obligations under the Notes and this Indenture and the Note Guarantee, except in the case of any such lease. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the written order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (merger, conveyance, transfer, sale or similar transaction), conveyance or transfer other disposition (but not upon in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture, the Notes and the Note Guarantee. In case of any such consolidation, merger, conveyance, lease or other transfer, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name, name or in the name of Lattice Semiconductor Corporation any or all of the Notes Notes, issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities liabilites as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger merger, sale, conveyance (or similar transactionother than by way of lease), conveyance transfer or transfer (but not other disposition, and upon a lease) and the any such assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued and unpaid interest, if any, on all of the Notes, the due and punctual delivery successor corporation or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Companyother entity, such Successor Company successor corporation or other entity shall succeed to and be substituted for the CompanyCompany or the Parent Guarantor, as the case may be, with the same effect as if it had been named herein as the party Company or the Parent Guarantor, as the case may be, and the Company or the Parent Guarantor, as the case may be, shall be relieved of any further obligation under this Indenture and under the Notes and, in the case of the first partParent Guarantor, under the Parent Guarantee. Such Successor Company successor corporation or other entity thereupon may cause to be signed, and may issue either in its own namename or in the name of the Company or the Parent Guarantor, as the case may be, any or all of the Notes or the Parent Guarantee issuable hereunder which theretofore shall not have been signed by the Company or the Parent Guarantor, as the case may be, and delivered to the Trustee; and, upon the order of such Successor Company successor corporation or other entity, instead of the Company or the Parent Guarantor, as the case may be, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Notes that which previously shall have been signed and delivered by the officers of the Company or the Parent Guarantor, as the case may be, to the Trustee for authentication, and any Notes or the Parent Guarantee, as the case may be, which such Successor Company successor corporation or other entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes or the Parent Guarantee so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes or the Parent Guarantee, as the case may be, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes or the Parent Guarantee, as the case may be, had been issued at the date of the execution hereof. Upon any such consolidation, merger (or similar transaction), conveyance or transfer (but not upon a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Supplemental Indenture.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (scheme, merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the NotesNotes (including, for the avoidance of doubt, any Additional Amounts in each case), the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion exchange (including Mandatory Exchange) of the Notes (including, for the avoidance of doubt, any Additional Amounts in each case) and the due and punctual performance of all of the covenants and conditions of this Indenture Indenture, the Notes and the Guarantee to be performed by the CompanyCompany or Avadel, as applicable, such Successor Company (if not the Company or Avadel, as applicable) shall succeed to and and, except in the case of a lease, shall be substituted for the CompanyCompany or Avadel, as applicable, with the same effect as if it had been named herein as the party of the first part. Such Any such Successor Company to the Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)scheme, merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” or “Avadel” (as “guarantor”) in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11), as applicable, may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor or guarantor and (in the case of the Company) maker of the Notes and from its obligations under this Indenture, the Notes and the Guarantee, as the case may be. In case of any such consolidation, scheme, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of Sepracor Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal ofamount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price and unpaid interest, if any, on in respect of all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of Chiron Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, conveyance, transfer, lease or similar transaction), conveyance or transfer (but not other disposition and upon a lease) and the assumption by the Successor CompanyCorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, and accrued and unpaid interestInterest on, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, payment of any consideration amounts due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company Corporation shall succeed to and be substituted for the Company, Company with the same effect as if it the Successor Corporation had been named herein as the party Company and thereafter, except in the case of a lease, the first partCompany shall be relieved of all obligations under this Indenture and the Notes. Such Successor Company Corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company Corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company Corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (merger, conveyance, transfer, lease or similar transaction), conveyance or transfer (but not upon a lease)other disposition, the Person person named as the “Company” in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V 10 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, conveyance, transfer, lease or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own namename or in the name of Conexant Systems, Inc. any or all of the Notes Notes, issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of National Semiconductor Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by theofficers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the ofthe execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person and suchperson shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale or similar transaction)conveyance, other than a conveyance or transfer (but not by way of lease, and upon a lease) and the any such assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued and unpaid interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Companysuccessor corporation, such Successor Company successor corporation shall succeed to and be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of Issuer, and the first partIssuer shall thereupon be released from all obligations hereunder and under the Securities together with any Coupons appertaining thereto and the Issuer as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of J. P. Morgan & Co. Incorporated any or all of the Notes issuable hereunder Securities issuabxx xxxxxxxxx together with any Coupons appertaining thereto which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliverdeliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, or cause to be authenticated and delivered, any Notes that Securities together with any Coupons appertaining thereto which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities and Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities and Coupons had been issued at the date of the execution hereof. Upon In case of any such consolidation, merger (merger, sale or similar transaction), conveyance or transfer such changes in phraseology and form (but not upon a lease), the Person named as the “Company” in substance) may be made in the first paragraph of this Indenture or any successor that shall Securities and Coupons thereafter have become such in the manner prescribed in this Article V to be issued as may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indentureappropriate.

Successor Corporation to Be Substituted. Upon In case of --------------------------------------- any such consolidation, merger merger, sale, conveyance (or similar transactionother than by way of lease), conveyance transfer or transfer (but not other disposition, and upon a lease) and the any such assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued and unpaid interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Companysuccessor corporation, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party Company, and the Company shall be relieved of any further obligation under this Third Amended and Restated Indenture and under the first partOutstanding Securities and Coupons, if any. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own namename or in the name of General Electric Capital Corporation, any or all of the Notes Securities issuable hereunder together with any Coupons appertaining thereto which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Third Amended and Restated Indenture prescribed, the Trustee shall authenticate and deliver any Securities together with any Coupons appertaining thereto which previously shall deliverhave been signed and delivered by the officers of the Company to the Trustee for authentication, or cause to be authenticated and delivered, any Notes that Securities which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Third Amended and Restated Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Third Amended and Restated Indenture as though all of such Notes Securities and Coupons appertaining thereto had been issued at the date of the execution hereof. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction)other disposition, conveyance or transfer such changes in phraseology and form (but not upon a lease), the Person named as the “Company” in substance) may be made in the first paragraph of this Indenture or any successor that shall Securities and Coupons thereafter have become such in the manner prescribed in this Article V to be issued as may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indentureappropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had originally been named herein as the party of the first part“Company”. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate upon receipt of Company Order and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this ‎Article 11, the Person person named as the “Company” in the first paragraph of this Indenture or Indenture(or any successor that shall thereafter have become such in the manner prescribed in this Article V ‎Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued and unpaid interestinterest and Make-Whole Payment, if any, on on, all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own namename or in the name of Amazxx.xxx, Xxc. any or all of the Notes Notes, issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such --------------------------------------- consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease in accordance with Section 12.1, and, where required in accordance with Section 12.1(a) upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own namename or in the name of E*TRADE Group, Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal ofof (including any Fundamental Change Purchase Price), accrued and unpaid interest, if any, interest (including any accrued and unpaid Additional Interest) on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name, name any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, conveyance or transfer (but not upon in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V 10 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, a duly executed and amendment delivered to the Trustee Holder and satisfactory in form to the TrusteeHolder, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, Default Interest on all of the Notesthis Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes this Note and the due and punctual performance of all of the covenants and conditions of this Indenture Note to be performed by the Company, such Successor Company shall (if not the Company) will succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, will be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause this Note to be signed, signed and may issue re-issued in its own name, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes This Note as so re-issued shall will in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes it had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 7 the Person named as the “Company” in the first paragraph of this Indenture Note (or any successor that shall will thereafter have become such in the manner prescribed in this Article V 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall will be released from its liabilities as obligor and maker of the Notes this Note and from its obligations under this IndentureNote. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in this Note thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, conveyance, transfer, sale, lease or similar transaction), conveyance or transfer (but not other disposition and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and and, except in the case of a lease of all or substantially all of the Company’s assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (merger, conveyance, transfer, sale or similar transaction), conveyance or transfer other disposition (but not upon in the case of a lease), upon compliance with this ‎Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V ‎Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, conveyance, transfer, sale, lease or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued and unpaid interest, if any, interest on and any unpaid Additional Distributions with respect to all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first partCompany. Such Successor Company thereupon may cause to be signed, and may issue in its own name, name any or all of the Notes Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall shall, upon receipt of a Company Order, authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, conveyance or transfer (but not upon in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V IX may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Debentures thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of Iomega Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of Iomega Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (merger, sale or similar transaction), conveyance or transfer (but not upon a in the event of such lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale or similar transaction)conveyance, other than a conveyance or transfer (but not by way of lease, and upon a lease) and the any such assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued and unpaid interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Companysuccessor corporation, such Successor Company successor corporation shall succeed to and be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of Issuer, and the first partIssuer shall thereupon be released from all obligations hereunder and under the Securities together with any Coupons appertaining thereto and the Issuer as the predecessor corporation may thereupon or at any time thereafter be dissolved wound up or liquidated. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of J. P. Xxxxxx & Xo. Incorporated any or all of the Notes Securities issuable hereunder together with any Coupons appertaining thereto which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliverdeliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, or cause to be authenticated and delivered, any Notes that Securities together with any Coupons appertaining thereto which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities and Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities and Coupons had been issued at the date of the execution hereof. Upon In case of any such consolidation, merger (merger, sale or similar transaction), conveyance or transfer such changes in phraseology and form (but not upon a lease), the Person named as the “Company” in substance) may be made in the first paragraph of this Indenture or any successor that shall Securities and Coupons thereafter have become such in the manner prescribed in this Article V to be issued as may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indentureappropriate.

Successor Corporation to Be Substituted. Upon In case of any such --------------------------------------- consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease in accordance with Section 12.1, and, where required in accordance with Section 12.1(a) upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own namename or in the name of Premiere Technologies, Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal ofof and premium, if any, accrued and unpaid interest, if anyinterest and any accrued and unpaid Extension Fee or Additional Interest, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, conveyance or transfer (but not upon in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, signed and may issue in its own name, name any or all of the Notes Notes, issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor CompanySuccessor, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of HNC Software Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (merger, sale or similar transaction), conveyance or transfer (but not upon a in the event of such lease), the Person named as the “"Company” " in the first paragraph of this Indenture Indenture, or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII and which shall have transferred its rights and obligations hereunder to another successor in the manner prescribed in this Article XII, may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had originally been named herein as the party of the first part“Company”. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal ofamount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Repurchase Price and unpaid interest, if any, on interest in respect of all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own namename or in the name of CORESTAFF, Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and, except in the case of a lease of all or substantially all of the properties and assets of the Company, shall be substituted for the Company, with the same effect as if it had originally been named herein as the party of the first part“Company”. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, consolidation or merger (or similar transaction), conveyance or transfer (but not referred to in Section 11.01 and upon a lease) and the assumption by the Successor Companysuccessor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first parta party. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name, name or in the name of Xxxxxxx Corporation any or all of the Notes Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor Person instead of the Company and subject to all the terms, conditions and or limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliverdeliver any Securities which previously should have been signed and delivered by the officers of the Company to the Trustee for authentication, or cause to be authenticated and delivered, any Notes that Securities which such Successor Company successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. Upon In case of any such consolidationconsolidation or merger referred to in Section 11.01, merger (or similar transaction), conveyance or transfer such changes in phraseology and form (but not upon a lease), the Person named as the “Company” in substance) may be made in the first paragraph of this Indenture or any successor that shall Securities thereafter have become such in the manner prescribed in this Article V to be issued as may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indentureappropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal ofof and premium, if any, accrued and unpaid interestinterest and accrued and unpaid Additional Interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, conveyance or transfer (but not upon in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, conveyance, transfer, sale, lease or similar transaction), conveyance or transfer (but not other disposition and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and and, except in the case of a lease of all or substantially all of the Company’s assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (merger, conveyance, transfer, sale or similar transaction), conveyance or transfer other disposition (but not upon in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, conveyance, transfer, sale, lease or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor CompanyCorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as payment of the case may be, of any consideration cash due upon any conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company Corporation (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company Corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company Corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company Corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had originally been named herein as the party of the first part“Company”. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate upon receipt of Company Order and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11, the Person person named as the “Company” in the first paragraph of this Indenture or Indenture(or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon any such consolidation, merger (or similar transaction), conveyance or transfer (but not upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued and unpaid interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon any such consolidation, merger (or similar transaction), conveyance or transfer (but not upon a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article V 6 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger (or similar transaction), conveyance, transfer or lease, changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (amalgamation, merger, sale, lease, transfer or similar transaction), conveyance or transfer (but not and upon a lease) and the assumption by the Successor Companysuccessor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such Successor Company successor shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a party with all the party rights and obligations of the first partCompany hereunder, and (except in the event of a conveyance by way of lease) the predecessor shall be relieved of any further obligation under this Indenture and the Notes. Such Successor Company successor thereupon may cause to be signed, and may issue either in its own name, name or in the name of Magna International Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes of each series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In case of any such consolidation, merger (amalgamation, merger, sale, lease or similar transaction), conveyance or transfer such changes in phraseology and form (but not upon a lease), the Person named as the “Company” in substance) may be made in the first paragraph of this Indenture or any successor that shall Notes thereafter have become such in the manner prescribed in this Article V to be issued as may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indentureappropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease referenced in Section 12.1 and upon a lease) and the assumption by the Successor Companyany successor corporation, by supplemental indentureindenture required by Section 12.1, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal ofPrincipal Amount at the Final Maturity Date, accrued and unpaid interestIssue Price, if anyPurchase Price, Change in Control Purchase Price, Redemption Price on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes Debenture and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first partsuch. Such Successor Company successor corporation thereupon may cause to be signed, signed and may issue either in its own namename or in the name of Whole Foods Market, Inc. any or all of the Notes Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; Trustee and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that Debentures which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Debentures which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (merger, sale or similar transaction), conveyance or transfer (but not upon a in the event of any such lease), the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person XII shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Debentures thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer, lease or similar transaction), conveyance or transfer (but not other disposition and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this the Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, except in the case of a lease of all or substantially all of the Company’s properties and assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this the Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer other disposition (but not upon in the case of a lease), upon compliance with this Article 10 the Person named as the “Company” in the first paragraph of this the Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 10) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenturethe Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale or similar transaction), conveyance or transfer (but not and upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and (except in the event of a conveyance by way of lease) the predecessor corporation shall be relieved of any further obligation under this Indenture and the Securities. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own namename or in the name of Xxxxx Industries, Inc. any or all of the Notes Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, and upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliverdeliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, or cause to be authenticated and delivered, any Notes that Securities which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities of each series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. Upon In case of any such consolidation, merger (merger, sale or similar transaction), conveyance or transfer such changes in phraseology and form (but not upon a lease), the Person named as the “Company” in substance) may be made in the first paragraph of this Indenture or any successor that shall Securities thereafter have become such in the manner prescribed in this Article V to be issued as may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indentureappropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease in accordance with Section 12.1, and, where required in accordance with Section 12.1(a) upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation, limited liability company, partnership or trust shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own namename or in the name of Alkermes, Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own namename or in the name of Xxxxxxx Homes, Inc. any or all of the Notes Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliverdeliver any Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, or cause to be authenticated and delivered, any Notes that Debentures which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Debentures thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease in accordance with Section 12.1 hereof, and, where required in accordance with Section 12.1(a) hereof upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, a duly executed and amendment delivered to the Trustee Holder and satisfactory in form to the TrusteeHolder, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the NotesNote, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes Note and the due and punctual performance of all of the covenants and conditions of this Indenture Note to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause the Note to be signed, signed and may issue re-issued in its own name, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes The Note as so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes it had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this ARTICLE 8 the Person named as the “Company” in the first paragraph of this Indenture Note (or any successor that shall thereafter have become such in the manner prescribed in this Article V ARTICLE 8) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes this Note and from its obligations under this IndentureNote. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Companysuccessor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal ofof and premium, if any, accrued and unpaid interestinterest and accrued and unpaid Additional Interest, if any, on all of the NotesDebentures, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor Person shall succeed to and be substituted for the CompanyCompany and the Company shall be released from those obligations, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own namename or in the name of LifePoint Hospitals, Inc. any or all of the Notes Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debentures which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Debentures thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor CompanyCorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as payment of the case may be, of any consideration cash due upon any conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company Corporation (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company's properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company Corporation thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company Corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company Corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11 the Person named as the “"Company” " in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such --------------------------------------- such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not lease in accordance with Section 12.1, and, where required in accordance with Section 12.1(a) upon a lease) and the assumption by the Successor Companysuccessor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, accrued of and unpaid interestpremium, if any, and interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own namename or in the name of E*TRADE Group, Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such Successor Company successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)merger, sale, conveyance or transfer (but not upon a lease), the Person person named as the “"Company” " in the first paragraph of this Indenture or any successor that which shall thereafter have become such in the manner prescribed in this Article V XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. Upon In case of any such consolidation, merger (merger, sale, conveyance, transfer or similar transaction), conveyance or transfer (but not lease and upon a lease) and the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest, if any, interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first partCompany. Such Successor Company thereupon may cause to be signed, and may issue either in its own name, name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. Upon In the event of any such consolidation, merger (or similar transaction)sale, conveyance or transfer (but not upon in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article V 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.