Common use of Successor Entity Substituted Clause in Contracts

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or any Subsidiary Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer or any Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as the Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or any Subsidiary Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer or any Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as the Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and a such Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon (a) Except as provided in Section 10.06 and 11.05(a)(3), upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or any Subsidiary a Guarantor in accordance with Section 5.01, the Issuer and a Guarantor, as the case may be, will be released from its obligations under this Indenture and its Guarantee, as the case may be, and the successor Person (the “Successor Person”), formed by such consolidation or into or with which the Issuer or any Subsidiary a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture and Indenture, the Notes (and any Note Guarantees) Guarantee, as applicable, with the same effect as if such successor Successor Person had been named as the Issuer or such Subsidiary Guarantor, as applicable, hereinherein or therein; provided thatthat (1) subject to clause (2) below, the predecessor Issuer shall not be relieved from the obligation to pay the principal, premium, if any, and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 and (2) in the case of a lease of all or substantially all its assets, the Issuer shall will not be released from the obligation to pay the principal of principal, premium, if any, and interest on the Notes, Notes and a Subsidiary Guarantor shall will not be released from its obligations under its Note Guarantee. (b) Except as provided in Section 10.06 and 11.05(a)(3), upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or a Guarantor in accordance with Section 5.01, (i) the Collateral owned by the Successor Person will (A) continue to constitute Collateral under this Indenture and the Security Documents, (B) be subject to a Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes and (C) not be subject to any other Lien, other than Permitted Liens and other Liens permitted under Section 4.08 or 4.12, as applicable; and (ii) to the extent any assets of the Person which is merged or consolidated with or into the Successor Person are assets of the type which would constitute Collateral under the Security Documents, the Successor Person will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or any Subsidiary Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or any Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, that in the case of a lease of all or substantially all its assets, the Issuer Issuers shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or any Subsidiary a Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer or any Subsidiary a Guarantor, as applicable, is merged with or intomerged, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture Indenture, the Notes and the Notes (and any Note Guarantees) Guarantees with the same effect as if such successor Person had been named as the Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.. 83

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer Company or any Subsidiary a Guarantor in accordance with Section 5.01, the successor Person Person, formed by such consolidation or into or with which the Issuer Company or any Subsidiary a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer Company or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer Company or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer Company or such Subsidiary Guarantor, as applicable, under this Indenture and or the Notes (and any Note Guarantees) Security Documents with the same effect as if such successor Person had been named as the Issuer Company or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer shall Company will not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall will not be released from its obligations under its Note GuaranteeGuarantee or the Security Documents.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or any a Subsidiary Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer or any a Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture Indenture, the Notes and the Notes (and any Note Guarantees) Guarantees with the same effect as if such successor Person had been named as the Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon Subject to Section 5.10 and Section 11.03, upon any consolidation, merger, amalgamation, combination or winding up, in each case including by way merger of an arrangementthe Issuer or any Guarantor, or any sale, assignment, transferconveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Issuer or any Subsidiary such Guarantor in accordance with Section 5.01the foregoing, in which the Issuer or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the successor Person surviving entity formed by such consolidation or combination or into or with which the Issuer or any Subsidiary Guarantor, as applicable, such Guarantor is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such the sale, assignment, transferconveyance, lease, conveyance transfer or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable)for, and may exercise every right and power of of, the Issuer or such Subsidiary Guarantor, as applicable, Guarantor under this the Indenture and the Notes (and any Note Guarantees) Documents with the same effect as if such successor Person surviving entity had been named herein and therein as the Issuer or such Subsidiary GuarantorGuarantor and, as applicable, herein; provided that, except in the case of a lease of all or substantially all its assetslease, the Issuer or such Guarantor, as the case may be, shall not be released from the obligation to pay the principal of of, and interest interest, if any, on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under Notes or in respect of its Note Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Indenture Documents, if applicable.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer Company or any Subsidiary a Guarantor in accordance with Section 5.01, the Company and the applicable Guarantors will be released from their obligations under this Indenture, the Notes and the Note Guarantee, as applicable, and the successor Person formed by such consolidation or into or with which the Issuer Company or any Subsidiary a Guarantor, as applicable, is merged with or intomerged, or amalgamated or consolidated with or wound up intoup, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer Company or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer Company or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer Company or such Subsidiary Guarantor, as applicable, under this Indenture Indenture, the Notes, the Note Guarantees and the Notes (and any Note Guarantees) Collateral Documents , as applicable, with the same effect as if such successor Person had been named as the Issuer Company or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer Company shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. ‌ Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer Company or any Subsidiary a Guarantor in accordance with Section 5.01, the Company and the applicable Guarantors will be released from their obligations under this Indenture, the Notes and the Note Guarantee, as applicable, and the successor Person formed by such consolidation or into or with which the Issuer Company or any Subsidiary a Guarantor, as applicable, is merged with or intomerged, or amalgamated or consolidated with or wound up intoup, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer Company or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer Company or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer Company or such Subsidiary Guarantor, as applicable, under this Indenture Indenture, the Notes, the Note Guarantees and the Notes (and any Note Guarantees) Collateral Documents , as applicable, with the same effect as if such successor Person had been named as the Issuer Company or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer Company shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the an Issuer or any a Subsidiary Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the an Issuer or any a Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the applicable Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the applicable Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the applicable Issuer or such Subsidiary Guarantor, as applicable, under this Indenture Indenture, the Notes and the Notes (and any Note Guarantees) Guarantees with the same effect as if such successor Person had been named as the applicable Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer Issuers shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer Company or any Subsidiary a Guarantor in accordance with Section 5.01, the Company and the applicable Guarantors will be released from their obligations under this Indenture, the Notes and the Note Guarantee, as applicable, and the successor Person formed by such consolidation or into or with which the Issuer Company or any Subsidiary a Guarantor, as applicable, is merged with or intomerged, or amalgamated or consolidated with or wound up intoup, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer Company or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer Company or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer Company or such Subsidiary Guarantor, as applicable, under this Indenture Indenture, the Notes and the Notes (and any Note Guarantees) , as applicable, with the same effect as if such successor Person had been named as the Issuer Company or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer Company shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or any Subsidiary a Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer or any Subsidiary a Guarantor, as applicable, is merged with or intomerged, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture Indenture, the Notes and the Notes (and any Note Guarantees) Guarantees with the same effect as if such successor Person had been named as the Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer Company or any Subsidiary a Guarantor in accordance with Section 5.01, the Company and the applicable Guarantors will be released from their obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, as applicable, and the successor Person formed by such consolidation or into or with which the Issuer Company or any Subsidiary a Guarantor, as applicable, is merged with or intomerged, or amalgamated or consolidated with or wound up intoup, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer Company or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer Company or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer Company or such Subsidiary Guarantor, as applicable, under this Indenture Indenture, the Notes, the Note Guarantees and the Notes (and any Note Guarantees) Collateral Documents , as applicable, with the same effect as if such successor Person had been named as the Issuer Company or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Issuer Company shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon (a) In case of any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or any Subsidiary Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer or any Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignmentconveyance, lease, transfer, conveyance transfer or other dispositiondisposition and upon the assumption by the successor entity by supplemental indenture, executed and delivered to the provisions Trustee and satisfactory in form to the Trustee, of this Indenture referring the obligations set forth under Section 11.1 (Issuer and Guarantors May Consolidate on Certain Terms) on all of the Notes Outstanding, such successor entity shall succeed to and be substituted for the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture and the Notes (and any Note Guarantees) applicable Guarantor with the same effect as if such successor Person it had been named as Issuer or such Guarantor herein, and thereupon the predecessor entity shall be relieved of all obligations and covenants under the Indenture and the Notes. (b) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. (c) Nothing contained in this Article XI (Successor Entity) shall require any action by the Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, the applicable Guarantor in the case of a lease consolidation or merger of any Person into such Issuer or Guarantor where such Issuer or Guarantor is the survivor of such transaction, or the acquisition by such Issuer or Guarantor, by purchase or otherwise, of all or substantially all its assets, any part of the property of any other Person (whether or not affiliated with such Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guaranteeor Guarantor).

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or any Subsidiary a Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer or any Subsidiary a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as the Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, in that the case of a lease of all or substantially all its assets, the predecessor Issuer shall not be released relieved from the obligation to pay the principal of of, premium, if any, and interest interest, if any, on the NotesNotes except in the case of a sale, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guaranteeassignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01.

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition of all or substantially all of the assets of the an Issuer or any Subsidiary a Guarantor in accordance with Section 5.01, the successor Person Person, formed by such consolidation or into or with which the such Issuer or any Subsidiary a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the such Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the such Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the such Issuer or such Subsidiary Guarantor, as applicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as the such Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, in that the case of a lease of all or substantially all its assets, the predecessor Issuer shall not be released relieved from the obligation to pay the principal of of, premium, if any, and interest on the NotesNotes except in the case of a sale, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guaranteeassignment, conveyance, transfer, lease or other disposition of all of the Issuers’ assets that meets the requirements of Section 5.01.

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer Partnership or any Subsidiary Guarantor in accordance with Section 5.015.01 hereof, the successor Person entity formed by such consolidation or into or with which the Issuer Partnership or any Subsidiary Guarantor, as applicable, Guarantor is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Issuer “Partnership” or such Subsidiary the “Guarantor, ,” as applicable, shall refer instead to the successor entity and not to the Issuer Partnership or such Subsidiary the Guarantor, as applicable), and may exercise every right and power of the Issuer Partnership or such Subsidiary the Guarantor, as applicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as the Issuer Partnership or such Subsidiary the Guarantor, as applicable, herein; provided thatprovided, in however, that (a) the case surviving entity or acquiring entity shall (i) assume all of a lease the 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 its assetsof the properties and assets then constituting the assets of the Partnership, the Issuer shall not be released from applicable Guarantor or any of their Restricted Subsidiaries, as the obligation case may be, (iii) have been issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to pay operate any acquired casino operations and entities substantially in the principal of manner and interest on the Notesscope operated prior to such transaction, which Gaming Licenses are in full force and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.effect and