Common use of Successor Entity Substituted Clause in Contracts

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation consolidation, amalgamation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to any Person of the Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01(a), the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to Successor Company (if other than the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and may exercise every right the Notes, and power ofin such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer or such Guarantor under this Indenture with will not be released from the same effect as obligations to pay the principal of, interest, if such Surviving Person had been named as the Issuer or had been a Guarantor hereinany, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under on the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, Upon any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. 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. In case of any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyancelease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such changes Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in phraseology such event such Note Guarantor will automatically be released and form may be made discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the Notes thereafter to case of a lease of all or substantially all of its assets, the Note Guarantor will not be issued as may be appropriatereleased from its obligations under its Note Guarantee.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its the properties and or assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company6.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the Indenture referring to the “Partnership” or “MarkWest Finance,” as the case may be, shall refer instead to the surviving entity and not to the Partnership or MarkWest Finance, as the case may be), and may exercise every right and power ofof the Partnership or MarkWest Finance, as the Issuer or such Guarantor case may be, under this the Indenture with the same effect as if such Surviving successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with the Issuer or had been a Guarantor hereinIndenture, and thereafter the Issuer or such Guarantor it shall be discharged and released from all obligations and covenants hereunder and under the Indenture and the Notes. Such Surviving Person ; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets. (if b) If the successor of the surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this the Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. (d) For all purposes of the Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Indebtedness, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its the properties and or assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power ofof the Company or Finance Co, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or had been a Guarantor hereinsubstantially all of its properties or assets in accordance with this Indenture, and thereafter the Issuer or such Guarantor it shall be discharged and released from all obligations and covenants hereunder under this Indenture and under the Notes. Such Surviving Person ; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets. (if b) If the successor of the surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. (d) For all purposes of this Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Indebtedness, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation consolidation, amalgamation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to any Person of the Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01(a), the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to Successor Company (if other than the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and may exercise every right the Notes, and power ofin such event the Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes, the Collateral Documents and the Intercreditor Agreements, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and any obligation under the NotesCollateral Documents and the Intercreditor Agreements. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, Upon any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. 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. In case of any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease, conveyance or other disposition of all or substantially all of the assets of Intermediate Holdings or a Note Guarantor in accordance with Section 5.01(b), the Successor Note Guarantor (if other than Intermediate Holdings or such changes in phraseology Note Guarantor) will succeed to, and form may be made substituted for, Intermediate Holdings or such Note Guarantor under this Indenture and Intermediate Holdings or such Not Guarantor’s applicable Intermediate Holdings Guarantee or Note Guarantee, and Intermediate Holdings or such Note Guarantor will automatically be released and discharged from its obligations under this Indenture, Intermediate Holdings Guarantee or applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreements, but in the Notes thereafter to case of a lease of all or substantially all of its assets, Intermediate Holdings and the Note Guarantor will not be issued released from its obligations under the Intermediate Holdings Guarantee or Note Guarantee, as may be appropriateapplicable, the Collateral Documents and the Intercreditor Agreements.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its the properties and or assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power ofof the Company or Finance Co, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or had been a Guarantor hereinsubstantially all of its properties or assets in accordance with this Indenture, and thereafter the Issuer or such Guarantor it shall be discharged and released from all obligations and covenants hereunder under this Indenture and under the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets. Such Surviving Person Back to Contents (if b) If the successor of the surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. (d) For all purposes of this Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Indebtedness, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. (a) Upon the consummation of any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person transaction effected in accordance with Section 5.15.01, then if such transaction involves the CompanyCompany or the Parent Guarantor, as applicable, is not the continuing Person, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Successor Company under the Indenture and in any such case the Surviving Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Guarantor the Parent Guarantor, as applicable, under this Indenture the Indenture, the Notes, the Note Guaranties and the other Note Documents, as applicable, with the same effect as if such Surviving Person Successor Company had been named as the Issuer Company or had been a Guarantor hereinthe Parent Guarantor, and thereafter as applicable, in the Issuer Indenture or the relevant Note Document. Upon any such Guarantor shall substitution in the case of the Company, except for its sale, conveyance, transfer or disposition of less than all its assets, the Company will be discharged released from all its obligations and covenants hereunder and under the Notes. Such Surviving Person (if Indenture, the successor Notes and the other Note Documents, and, upon any such substitution in the case of the Parent Guarantor, it will be released from its obligations under the Indenture, its Note Guaranty as set forth in Article X, as well as under the other Note Documents. (b) If a surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Note Guaranties thereon by the purpose pursuant to such provisionsParent Guarantor and the Subsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this the Indenture and the Note Guaranties as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the notations of Note Guaranties to be endorsed thereon as may be appropriate. (d) For all purposes of the Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, transfer or lease of all or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its the properties and assets as an entirety to any Person of the Obligor in accordance with Section 5.1, then if such transaction involves the Company7.01, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory successor Entity will succeed to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, for the Issuer or such Guarantor under this Indenture Obligor as Obligor on the Notes with the same effect as if such Surviving Person it had been named in this Indenture as the Issuer or had been a Guarantor hereinObligor, and thereafter the Issuer or such Guarantor Obligor shall thereupon, except in the case of a lease, be discharged released from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) Entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, Obligor prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Obligor and delivered to the Trustee; and, upon the order of such Surviving Person successor Entity instead of the Issuer Obligor and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer Obligor to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person successor Entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to of the Issuers or any Person Subsidiary Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all successor entity formed by such consolidation or into or with which one of the obligations of the Company under the Indenture and in Issuers or any Subsidiary Guarantor is merged or to which such case the Surviving Person sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Partnership,” “Capital” or the applicable “Subsidiary Guarantor,” as the case may be, shall refer instead to the successor entity and not to the Partnership, Capital or such Subsidiary Guarantor, as the case may be), and may exercise every right and power of, the of an Issuer or such Subsidiary Guarantor under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer or had been a Guarantor Subsidiary Guarantor, as applicable, herein; provided, and thereafter however, that the Issuer surviving entity or such Guarantor acquiring entity shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issueri) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or assume all of the Notes issuable hereunder which theretofore shall not obligations of the acquired Person incurred under this Indenture, the Notes, and, if applicable, the Collateral Documents, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership or the applicable Subsidiary Guarantor, as the case may be, (iii) have been signed by issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate the Issuer acquired casino operations and delivered entities substantially in the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect, and (iv) be in compliance fully with Section 5.01 hereof and (v) the Trustee; and, upon Issuers or the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously applicable Subsidiary Guarantor shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for an Officers’ Certificate and Opinion of Counsel, subject to customary assumptions and exclusions, stating that the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under proposed transaction complies with 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriateIndenture.

Successor Entity Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance in which the Issuer or any Guarantor, as the case may be, is not the continuing entity, and following such an assumption by the Issuersuccessor entity, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person successor entity shall succeed to, to and be substituted for, and may exercise every right and power of, for the Issuer or such Guarantor under this Indenture Guarantor, as the case may be, with the same effect as if such Surviving Person it had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) entity may cause to be signed, and may issue either in its own name or in the name of the IssuerIssuer or such Guarantor, as the case may be, prior to such succession any or all of the Notes Securities or Guarantees as the case may be, issuable hereunder which theretofore shall not have been signed by the Issuer or such Guarantor, as the case may be, and delivered to the Trustee; and, upon the order of such Surviving Person successor entity instead of the Issuer or such 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 any Notes Securities or Guarantees, as the case may be, which previously shall have been signed and delivered by the Responsible Officers officers of the Issuer or such Guarantor, as the case may be, to the Trustee for authentication pursuant to such provisions authentication, and any Notes Securities or Guarantees, as the case may be, which such Surviving Person successor entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Notes Securities or Guarantees, as the case may be, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities or Guarantees, as the case may be, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities or such Guarantees, as the case may be, had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, lease or other disposition conveyance such changes in phraseology and form (but not in substance) may be made in the Notes Securities or Guarantees thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any Guarantor or any successor entity which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture, the Securities and any Guarantee and may be liquidated and dissolved.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its the properties and or assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power ofof the Company or Finance Co, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or had been a Guarantor hereinsubstantially all of its properties or assets in accordance with this Indenture, and thereafter the Issuer or such Guarantor it shall be discharged and released from all obligations and covenants hereunder under this Indenture and under the Notes. Such Surviving Person ; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets. (if b) If the successor of the surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. (d) For all purposes of this Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Indebtedness, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Partnership" or "El Paso Finance," as the case may be, shall refer instead to the surviving entity and not to the Partnership or El Paso Finance, as the case may be), and may exercise every right and power ofof the Partnership or El Paso Finance, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as an Issuer herein; provided, however, that the Issuer or had predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of an Issuer's assets that meets the requirements of Section 5.01 hereof. (b) If the surviving entity shall have succeeded to and been a Guarantor hereinsubstituted for an Issuer, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, continuance, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposal, such changes in phraseology and form (but not in substance) may 77 be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. (d) For all purposes of this Indenture and the Notes, Subsidiaries of any surviving entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Indebtedness, and all Liens on property or assets, of the surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its the properties and or assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power ofof the Company or Finance Co, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or had been a Guarantor hereinsubstantially all of its properties or assets in accordance with this Indenture, and thereafter the Issuer or such Guarantor it shall be discharged and released from all obligations and covenants hereunder under this Indenture and under the Notes. Such Surviving Person . (if b) If the successor of the surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate.

Successor Entity Substituted. (a) Upon the consummation of any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person transaction effected in accordance with Section 5.15.01, then if such transaction involves the CompanyCompany or the Parent Guarantor, as applicable, is not the continuing Person, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Successor Company under the Indenture and in any such case the Surviving Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Guarantor the Parent Guarantor, as applicable, under this Indenture the Indenture, the Notes, the Note Guaranties and the other Note Documents, as applicable, with the same effect as if such Surviving Person Successor Company had been named as the Issuer Company or had been a Guarantor hereinthe Parent Guarantor, and thereafter as applicable, in the Issuer Indenture or the relevant Note Document. Upon any such Guarantor shall substitution in the case of the Company, except for its sale, conveyance, transfer or disposition of less than all its assets, the Company will be discharged released from all its obligations and covenants hereunder and under the Notes. Such Surviving Person (if Indenture, the successor Notes and the other Note Documents, and, upon any such substitution in the case of the Parent Guarantor, it will be released from its obligations under the Indenture, its Note Guaranty as set forth in Article X, as well as under the other Note Documents. (b) If a surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Note Guaranties thereon by the purpose pursuant to such provisionsParent Guarantor and the Subsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this the Indenture and the Note Guaranties as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the notations of Note Guaranties to be endorsed thereon as may be appropriate. (d) For all purposes of the Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, transfer or lease of all or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its the properties and assets of the Obligor, or the Guarantor, as an entirety to any Person the case may be, in accordance with Section 5.17.01 or Section 7.02, then if such transaction involves as the Companycase may be, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory successor Entity will succeed to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted forfor the Obligor or the Guarantor, and as the case may exercise every right and power ofbe, as Obligor or Guarantor, as the Issuer case may be, on the Notes or such Guarantor under this Indenture on the Guarantee, as the case may be, with the same effect as if such Surviving Person it had been named in this Indenture as the Issuer Obligor or had been a Guarantor hereinas the Guarantor, as the case may be, and thereafter the Issuer Obligor or such Guarantor the Guarantor, as the case may be, shall thereupon, except in the case of a lease, be discharged released from all obligations and covenants hereunder and under the NotesNotes and the Guarantee, as applicable. Such Surviving Person (if successor to the successor of the Issuer) Obligor may cause to be signed, and may issue either in its own name or in the name of the Issuer, Obligor prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Obligor and delivered to the Trustee; and, upon the order of such Surviving Person successor Entity instead of the Issuer Obligor and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer Obligor to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person successor to the Obligor thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, transfer or lease of all or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its the properties and assets as an entirety to any Person of the Obligor, in accordance with Section 5.1, then if such transaction involves the Company7.01, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory successor Entity will succeed to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, for the Issuer or such Guarantor under this Indenture Obligor as obligor on the Notes with the same effect as if such Surviving Person it had been named in this Indenture as the Issuer or had been a Guarantor hereinObligor, and thereafter the Issuer or such Guarantor Obligor shall thereupon, except in the case of a lease, be discharged released from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) Entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, Obligor prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Obligor and delivered to the Trustee; and, upon the order of such Surviving Person successor Entity instead of the Issuer Obligor and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer Obligor to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person successor Entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. (a) Upon the consummation of any consolidation or merger by the Issuertransaction effected in accordance with ‎Section 5.01, if the Company or any other Guarantor with or into any other the Parent Guarantor, as applicable, is not the continuing Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Successor Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Guarantor the Parent Guarantor, as applicable, under this Indenture the Indenture, the Notes, the Note Guaranties and the other Note Documents, as applicable, with the same effect as if such Surviving Person Successor Company had been named as the Issuer Company or had been a Guarantor hereinthe Parent Guarantor, and thereafter as applicable, in the Issuer Indenture or the relevant Note Document. Upon any such Guarantor shall substitution in the case of the Company, except for its sale, conveyance, transfer or disposition of less than all its assets, the Company will be discharged released from all its obligations and covenants hereunder and under the Notes. Such Surviving Person (if Indenture, the successor Notes and the other Note Documents, and, upon any such substitution in the case of the Parent Guarantor, it will be released from its obligations under the Indenture, its Note Guaranty as set forth in ‎Article X, as well as under the other Note Documents. (b) If a surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Note Guaranties thereon by the purpose pursuant to such provisionsParent Guarantor and the Subsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this the Indenture and the Note Guaranties as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the notations of Note Guaranties to be endorsed thereon as may be appropriate. (d) For all purposes of the Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. (a) Upon the consummation of any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person transaction effected in accordance with Section 5.16.01, then if such transaction involves the CompanyCompany or the Parent Guarantor, as applicable, is not the continuing Person, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Successor Company under the Indenture and in any such case the Surviving Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Guarantor the Parent Guarantor, as applicable, under this Indenture the Indenture, the Notes and the Note Guaranties, as applicable, with the same effect as if such Surviving Person Successor Company had been named as the Issuer Company or had been a Guarantor hereinthe Parent Guarantor, and thereafter as applicable, in the Issuer Indenture. Upon any such substitution in the case of the Company, except for its sale, conveyance, transfer or such Guarantor shall disposition of less than all its assets, the Company will be discharged released from all its obligations and covenants hereunder and under the Indenture and the Notes. Such Surviving Person (if , and, upon any such substitution in the successor case of the Parent Guarantor, it will be released from its obligations under the Indenture and its Note Guaranty as described in Article XI. (b) If a surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Note Guaranties thereon by the purpose pursuant to such provisionsParent Guarantor and the Subsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this the Indenture and the Note Guaranties as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the notations of Note Guaranties to be endorsed thereon as may be appropriate. (d) For all purposes of the Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the successor entity, such successor entity shall succeed to and be substituted for the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person it had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, Issuer prior to such succession any or all of the Notes Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person successor entity instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes Securities which previously shall have been signed and delivered by the Responsible Officers officers of the Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes Securities which such Surviving Person successor entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, lease or other disposition conveyance such changes in phraseology and form (but not in substance) may be made in the Notes Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor entity which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Entity Substituted. (a) Upon the consummation of any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person transaction effected in accordance with Section 5.1‎Section 5.01, then if such transaction involves the CompanyIssuer is not the continuing Person, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Successor Company under the Indenture and in any such case the Surviving Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture the Indenture, the Notes, the Note Guaranties and the other Note Documents, as applicable, with the same effect as if such Surviving Person Successor Company had been named as the Issuer in the Indenture or had been a Guarantor hereinthe relevant Note Document. Upon any such substitution, and thereafter except for its sale, conveyance, transfer or disposition of less than all its assets, the Issuer or such Guarantor shall will be discharged released from all its obligations and covenants hereunder and under the Notes. Such Surviving Person Indenture, the Notes and the other Note Documents. (if the successor of the b) If a surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Note Guaranties thereon by the purpose pursuant to such provisionsGuarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this the Indenture and the Note Guaranties as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the notations of Note Guaranties to be endorsed thereon as may be appropriate. (d) For all purposes of the Indenture and the Notes, upon such transaction or series of transactions described in the foregoing clause (c), all Debt, and all Liens on property or assets, of any surviving entity (other than the Issuer) and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Partnership" or "El Paso Finance," as the case may be, shall refer instead to the surviving entity and not to the Partnership or El Paso Finance, as the case may be), and may exercise every right and power ofof the Partnership or El Paso Finance, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as an Issuer herein; provided, however, that the Issuer or had predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of an Issuer's assets that meets the requirements of Section 5.01 hereof. (b) If the surviving entity shall have succeeded to and been a Guarantor hereinsubstituted for an Issuer, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, continuance, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposal, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. 77 (d) For all purposes of this Indenture and the Notes, Subsidiaries of any surviving entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Indebtedness, and all Liens on property or assets, of the surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under -46- this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its the properties and or assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company6.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power ofof the Company or Finance Co, as the Issuer or such Guarantor case may be, under this the Indenture with the same effect as if such Surviving successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with the Issuer or had been a Guarantor hereinIndenture, and thereafter the Issuer or such Guarantor it shall be discharged and released from all obligations and covenants hereunder and under the Indenture and the Notes. Such Surviving Person ; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets. (if b) If the successor of the surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this the Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. (d) For all purposes of the Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Indebtedness, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been -42- signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the successor entity such successor entity shall succeed to and be substituted for the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person it had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, Issuer prior to such succession any or all of the Notes Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person successor entity, instead of the Issuer Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the Responsible Officers officers of the Issuer Administrative Managing General Partner to the Trustee for authentication pursuant to such provisions authentication, and any Notes Securities which such Surviving Person successor entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat 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 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, lease or other disposition conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the Notes Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor entity which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Entity Substituted. Upon any consolidation consolidation, merger or merger by the Issuer, the Company or any other Guarantor with or into any other Personconversion, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to of the Issuers or any Person Subsidiary Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all successor entity formed by such consolidation or conversion into or with which one of the obligations of the Company under the Indenture and in Issuers or any Subsidiary Guarantor is merged or to which such case the Surviving Person sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, conversion, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company,” “Capital” or the applicable “Subsidiary Guarantor,” as the case may be, shall refer instead to the successor entity and not to the Partnership, Capital or such Subsidiary Guarantor, as the case may be), and may exercise every right and power of, the of an Issuer or such Subsidiary Guarantor under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer or had been a Guarantor Subsidiary Guarantor, as applicable, herein; provided, and thereafter however, that the Issuer surviving entity or such Guarantor acquiring entity shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issueri) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or assume all of the Notes issuable hereunder which theretofore shall not obligations of the acquired Person incurred under this Indenture, the Notes, and, if applicable, the Collateral Documents, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership or the applicable Subsidiary Guarantor, as the case may be, (iii) have been signed by issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate the Issuer acquired casino operations and delivered entities substantially in the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect, and (iv) be in compliance fully with Section 5.01 hereof and (v) the Trustee; and, upon Issuers or the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously applicable Subsidiary Guarantor shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for an Officers’ Certificate and Opinion of Counsel, subject to customary assumptions and exclusions, stating that the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under proposed transaction complies with 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriateIndenture.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its the properties and or assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Partnership” or “MarkWest Finance,” as the case may be, shall refer instead to the surviving entity and not to the Partnership or MarkWest Finance, as the case may be), and may exercise every right and power ofof the Partnership or MarkWest Finance, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or had been a Guarantor hereinsubstantially all of its properties or assets in accordance with this Indenture, and thereafter the Issuer or such Guarantor it shall be discharged and released from all obligations and covenants hereunder under this Indenture and under the Notes. Such Surviving Person ; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets. (if b) If the successor of the surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. (d) For all purposes of this Indenture and the Notes, Subsidiaries of any surviving entity (other than an Issuer) will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Indebtedness, and all Liens on property or assets, of such surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such -42- Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, transfer or lease of all or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its the properties and assets as an entirety to any Person of the Obligor, in accordance with Section 5.17.01 or Section 7.02, then if such transaction involves as the Companycase may be, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory successor Entity will succeed to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted forfor the Obligor or the Guarantor, and as the case may exercise every right and power ofbe, as Obligor or Guarantor, as the Issuer case may be, on the Notes or such Guarantor under this Indenture on the Guarantee, as the case may be, with the same effect as if such Surviving Person it had been named in this Indenture as the Issuer Obligor or had been a Guarantor hereinas the Guarantor, as the case may be, and thereafter the Issuer Obligor or such Guarantor the Guarantor, as the case may be, shall thereupon, except in the case of a lease, be discharged released from all obligations and covenants hereunder and under the NotesNotes and the Guarantee, as applicable. Such Surviving Person (if successor to the successor of the Issuer) Obligor may cause to be signed, and may issue either in its own name or in the name of the Issuer, Obligor prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer Obligor and delivered to the Trustee; and, upon the order of such Surviving Person successor Entity instead of the Issuer Obligor and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer Obligor to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person successor to the Obligor thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as an entirety to of the Partnership or any Person Guarantor in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory successor entity formed by such consolidation or into or with which the Partnership or Guarantor is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Partnership” or the “Guarantor,” as applicable, shall refer instead to the successor entity and not to the Partnership or the Guarantor, as applicable, and may exercise every right and power ofof the Partnership or the Guarantor, the Issuer or such Guarantor as applicable, under this Indenture with the same effect as if such Surviving successor Person had been named as the Issuer Partnership or had been a Guarantor the Guarantor, as applicable, herein; provided, and thereafter however, that (a) the Issuer surviving entity or such Guarantor acquiring entity shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issueri) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or assume all of the Notes issuable hereunder which theretofore shall not Obligations of the acquired or transferring Person incurred under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, as applicable, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership, the applicable Guarantor or any of their Restricted Subsidiaries, as the case may be, (iii) have been signed by issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate any acquired casino operations and entities substantially in the Issuer manner and delivered scope operated prior to such transaction, which Gaming Licenses are in full force and effect and (iv) be in compliance fully with Section 5.01 hereof and (b) the Trustee; and, upon Partnership or the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and applicable Guarantor shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant an Officers’ Certificate and Opinion of Counsel, subject to such provisions customary assumptions and any Notes which such Surviving exclusions, stating that the proposed transaction complies with this Article 5; provided, further, however, that the predecessor, transferring Person thereafter or surviving entity shall cause not be relieved from the obligation to be signed pay the principal of, premium, if any, and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All Interest on, the Notes so issued shall except in the case of a sale of all respects have of or substantially all of the same legal rank and benefit under this Indenture Partnership’s or Guarantor’s assets, as the Notes theretofore or thereafter issued in accordance with case may be, that meets the terms requirements of this Indenture as though all of such Notes had been issued at the date of the execution Section 5.01 hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its the properties and or assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power ofof the Company or Finance Co, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as the an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or had been a Guarantor hereinsubstantially all of its properties or assets in accordance with this Indenture, and thereafter the Issuer or such Guarantor it shall be discharged and released from all obligations and covenants hereunder under this Indenture and under the Notes. Such Surviving Person ; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets. (if b) If the successor of the surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the this Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the written order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of substantially all of its properties and assets as an entirety to any Person in accordance with Section 5.1, then if such transaction involves the Company, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company under the Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the written order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its the properties and or assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if 5.01 hereof in which such transaction involves Issuer is not the Companysurviving entity, the Surviving surviving Person shall expressly assume in a supplemental indenture in a form satisfactory formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power of, of such Issuer under the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving surviving Person had been named as the an Issuer or had been a Guarantor herein, and thereafter (except in the case of a lease of all or substantially all of such Issuer’s properties or assets), such Issuer or such Guarantor shall be discharged and released from all obligations and covenants hereunder and under the Indenture and the Notes. Such Surviving Person . (if b) If the successor of the surviving entity shall have succeeded to and been substituted for an Issuer) , such surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this the Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate.

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Partnership" or "Leviathan Finance," as the case may be, shall refer instead to the surviving entity and not to the Partnership or Leviathan Finance, as the case may be), and may exercise every right and power ofof the Partnership or Leviathan Finance, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as an Issuer herein; provided, however, that the Issuer or had predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of an Issuer's assets that meets the requirements of Section 5.01 hereof. (b) If the surviving entity shall have succeeded to and been a Guarantor hereinsubstituted for an Issuer, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed 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. In case of any such consolidation, merger, sale, assignment, transfer, conveyance, lease, or other disposition such changes in phraseology and form may be made in the Notes thereafter to be issued as may be appropriate.Notes

Successor Entity Substituted. (a) Upon any consolidation or merger by the Issuer, the Company or any other Guarantor with or into any other Personmerger, or any conveyance, transfer, sale, assignment, lease transfer, lease, conveyance or other disposition by the Issuer, the Company of all or any other Guarantor in one or more transactions, of substantially all of its properties and the assets as of an entirety to any Person Issuer in accordance with Section 5.1, then if such transaction involves the Company5.01 hereof, the Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory surviving entity formed by such consolidation or into or with which such Issuer is merged or to the Trusteewhich such sale, all of the obligations of the Company under the Indenture and in any such case the Surviving Person assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Partnership" or "GulfTerra Finance," as the case may be, shall refer instead to the surviving entity and not to the Partnership or GulfTerra Finance, as the case may be), and may exercise every right and power ofof the Partnership or GulfTerra Finance, as the Issuer or such Guarantor case may be, under this Indenture with the same effect as if such Surviving successor Person had been named as an Issuer herein; provided, however, that the Issuer or had predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of an Issuer's assets that meets the requirements of Section 5.01 hereof. (b) If the surviving entity shall have succeeded to and been a Guarantor hereinsubstituted for an Issuer, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) surviving entity may cause to be signed, and may issue either in its own name or in the name of the Issuer, applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by the such Issuer and delivered to the Trustee; and, upon the order of such Surviving Person surviving entity, instead of the Issuer such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the such Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Notes which such Surviving Person surviving entity thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose (in each instance with notations of Guarantees thereon by the purpose pursuant to such provisionsSubsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Notes had been issued and endorsed at the date of the execution hereof. . (c) In case of any such consolidation, merger, continuance, sale, assignment, transfer, conveyance, lease, conveyance or other disposition disposal, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. (d) For all purposes of this Indenture and the Notes, Subsidiaries of any surviving entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Indebtedness, and all Liens on property or assets, of the surviving entity and its Restricted Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.