Common use of Successor Person Substituted Clause in Contracts

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or mergerIn case of an assumption pursuant to Section 9.1(a)(ii), or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor such assuming Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon assuming Person may cause to be signed, and may issue either in its own name (or, if it is the successor to the Company or substantially all assets of the Company, in the name of the Company, Company prior to such succession) any or all of the Securities issuable hereunder hereunder, in the case of Global Securities, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity assuming Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyanceassumption, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. (c) In the event of any such assumption, the assigning Person shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person corporation formed by such consolidation with or into which the Company is merged or the successor Person to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance or transfer (except by a lease), the Company shall be relieved of discharged from all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not Securities and coupons and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any In case of a consolidation or mergermerger with a wholly-owned Subsidiary or any other Person, or any sale, assignment, transfer, conveyance, lease a transfer or other disposition sale to a Person of all or substantially all of the properties assets or business of Company related to the Products, and assets following the assumption of the Company in accordance with Section 801this CVR Agreement by such successor Person, the such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder hereunder, in the case of Global Securities, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such consolidation or merger or sale described in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyanceSECTION 9.1(a), such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. The successor Person to such consolidation or merger may satisfy the obligations of SECTION 5.4(a)(i) and (ii) by providing copies of such successor entity’s Exchange Act Documents in the case of SECTION 5.4(a)(i) or such successor entity’s financial information in the case of SECTION 5.4(a)(ii).

Successor Person Substituted. (a) Upon any consolidation by the Company with or merger, merger by the Company into any other corporation or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis to any Person in accordance with Section 801, the successor Person formed by such consolidation with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter , and in the predecessor company event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801), except in the case of a lease, shall be relieved discharged of all further obligations and covenants under this Indenture and the SecuritiesSecurities and the Coupons and may be dissolved and liquidated SECTION 803. Assignment of Rights. The Company will have the right at all times to assign any of its respective rights or obligations under this Indenture to a direct or indirect wholly-owned Subsidiary of the Company; provided provided, that in the event of any such assignment, the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially will remain liable for all of its properties and assets. (b) Such successor entity thereupon may cause respective obligations. Subject to be signedSection 610, the foregoing provisions of this Section 803, and Section 802, this Indenture may issue either in its own name or in not otherwise be assigned by the name parties hereto. This Indenture will be binding upon and inure to the benefit of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company parties hereto and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, their respective successors and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofassigns. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, the Company under this Indenture for Parent with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Parent prior to such succession any or all of the Securities issuable hereunder hereunder, in the case of Global Securities, which theretofore shall not have been signed by the Company Parent and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Parent and subject to all the terms, conditions and limitations prescribed in this IndentureAgreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. The successor entity to such consolidation, merger, sale or conveyance may satisfy the obligations of Section 5.4(a)(i) and (ii) of this Agreement by providing copies of such successor entity’s Exchange Act Documents in the case of Section 5.4(a)(i) or such successor entity’s financial information in the case of Section 5.4(a)(ii). (c) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) Parent or any Person which shall theretofore have become such in the manner described in this Article 9 shall be discharged from all obligations and covenants under this Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or mergerof the Company with, or merger of the Company with or into, any sale, assignment, transfer, other Person or any conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801the foregoing, the successor Person formed by such consolidation or with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance, transfer or lease, the Company (which term shall for this purpose mean the Person named as the Company or any successor corporation which shall have theretofore become such in the manner prescribed above) shall be relieved of discharged from all further obligations and covenants liability under this Indenture and in respect of the Securities; provided that Notes or its Guarantee, as the Company shall not case may be, and be released from its obligation to pay the principal of, premium, if anydissolved and liquidated. (b) Upon any consolidation of a Guarantor with, or interest on the Securities in the case merger of a such Guarantor with or into, any other Person or any conveyance, transfer or lease of all or substantially all of its the properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order assets of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued Guarantor in accordance with the terms foregoing, the successor Person formed by such consolidation or with or into which such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of such Guarantor under this Indenture with the same effect as though all of if such Securities successor Person had been issued at a Guarantor under this Indenture; and in the date of the execution hereof. (c) In case event of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignmentconveyance, transfer or conveyancelease, such changes in phraseology and form Guarantor (but not in substance) may be made which term shall for this purpose mean the Person named as such Guarantor or any successor corporation which shall have theretofore become such in the Securities thereafter to manner prescribed above) shall be issued as may discharged from all liability under this Indenture and in respect of its Guarantee of the Notes, and be appropriatedissolved and liquidated.

Successor Person Substituted. (a) Upon In case of any consolidation or mergermerger and, or any salefollowing such, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, assumption by the successor Person formed by pursuant to Section 9.1, such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made successor Person shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or (or, if it is the successor to the Company, in the name of the Company, Company prior to such succession) any or all of the Securities issuable hereunder hereunder, in the case of Global Securities, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such consolidation or merger in which and, following such, assumption by the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyancesuccessor Person pursuant to Section 9.1, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. (c) In the event of any such consolidation or merger and following such, assumption by the successor Person pursuant to Section 9.1, the Company or any Person which shall theretofore have become such in the manner described in this Article 9 shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of and following such an assumption by the properties and assets of the Company successor Person in accordance with Section 801the terms of this CVR Agreement, Parent shall be discharged from all obligations and covenants under this CVR Agreement solely with respect to the business and assets transferred in such bona fide consolidation, merger, sale or conveyance, but, for the avoidance of doubt, Parent will remain bound by all obligations and covenants with respect to any business or assets retained by Parent or its Subsidiaries that generate Covered Revenues, and such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, the Company under this Indenture for Parent with the same effect as if such successor Person it had been named as herein (it being understood, for the Company herein; thereafter the predecessor company shall be relieved avoidance of all further obligations and covenants under this Indenture and the Securities; provided doubt, that the Company calculations of Covered Revenues and Net Sales shall not be released from include any revenue or Sales of any Affiliates of the successor Person other than the revenue and Sales of the business and assets of Parent and its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Subsidiaries). Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Parent prior to such succession any or all of the Securities CVRs issuable hereunder which theretofore shall not have been signed by the Company Parent and delivered to the Trustee; , and, upon the order of such successor entity, corporation instead of the Company, Parent and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities CVRs which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities CVRs which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series CVRs so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series CVRs theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities CVRs had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities CVRs thereafter to be issued as may be appropriate. The successor entity to such consolidation, merger, sale or conveyance may satisfy the obligations of Section 4.4(a)(i)(A) and (B) of this CVR Agreement by providing copies of such successor entity’s Exchange Act Documents in the case of Section 4.4(a)(i)(A) or such successor entity’s financial information in the case of Section 4.4(a)(i)(B). (c) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) Parent or any Person which shall theretofore have become such in the manner described in this Article 8 shall be discharged from all obligations and covenants under this CVR Agreement and the CVRs and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation by the Company with or merger, merger by the Company into any other Person or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company substantially as an entirety in accordance with Section 8019.01, the successor Person formed by such consolidation with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter in this Indenture, and thereafter, except in the case of a lease, the predecessor company Person shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Notes. Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the CompanyCompany prior to such succession, any of or all of the Securities Notes issuable hereunder under this Indenture which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of upon the CompanyCompany Order, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which Notes that previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, authentication and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose. All the Securities of any series Notes so issued shall have in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereofof this Indenture. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person corporation formed by such consolidation with or into which the Company is merged or the successor Person to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance or transfer (except by a lease), the Company shall be relieved of discharged from all further its obligations and covenants under this Indenture and the Securities; provided that the Company shall not Securities and coupons and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assetsliquidated. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. The successor entity to such consolidation, merger, sale or conveyance may satisfy the obligations of Section 5.4(a)(i) and (ii) of this CVR Agreement by providing copies of such successor entity’s Exchange Act Documents in the case of Section 5.4(a)(i) or such successor entity’s financial information in the case of Section 5.4(a)(ii). (c) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities Notes issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor entityPerson, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes together with any Coupons appertaining thereto which previously shall have been signed and delivered by the Officers officers of the Company Issuer to the Trustee for authentication, and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series Notes so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the Securities Notes 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 Person 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 Notes the Coupons and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or mergerof the Company with, or merger of the Company with or into, any sale, assignment, transfer, other Person or any conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801the foregoing, the successor Person formed by such consolidation or with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance, transfer or lease, the Company (which term shall for this purpose mean the Person named as the Company or any successor corporation which shall have theretofore become such in the manner prescribed above) shall be relieved of discharged from all further obligations and covenants liability under this Indenture and in respect of the Securities; provided that Notes or its Guarantee, as the Company shall not case may be, and may be released from its obligation to pay the principal of, premium, if anydissolved and liquidated. (b) Upon any consolidation of a Guarantor with, or interest on the Securities in the case merger of a such Guarantor with or into, any other Person or any conveyance, transfer or lease of all or substantially all of its the properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order assets of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued Guarantor in accordance with the terms foregoing, the successor Person formed by such consolidation or with or into which such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of such Guarantor under this Indenture with the same effect as though all of if such Securities successor Person had been issued at a Guarantor under this Indenture; and in the date of the execution hereof. (c) In case event of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignmentconveyance, transfer or conveyancelease, such changes Guarantor (which term shall for this purpose mean the Person named as such Guarantor or any successor corporation which shall have theretofore become such in phraseology the manner prescribed above) shall be discharged from all liability under this Indenture and form (but not in substance) respect of its Guarantee of the Notes, and may be made in the Securities thereafter to be issued as may be appropriatedissolved and liquidated.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition transfer (excluding by way of lease) of all or substantially all of the properties and assets Properties of the Company in accordance with Section 8015.1, the successor Person surviving entity formed by such consolidation with or into which the Company is merged or the surviving entity to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and be bound by and obligated to pay the obligations of, and may exercise every right and power of, the Company under this Indenture Indenture, the Securities and the Operative Documents with the same effect as if such successor Person had been named as the Company hereinherein and therein; thereafter and in the predecessor company event of any such conveyance or transfer, the Person that immediately prior to such conveyance or transfer constituted the "Company" shall be relieved of discharged from all further obligations and covenants under this Indenture the Indenture, the Securities and the Securities; provided that the Company shall not Operative Documents and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor surviving entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor surviving entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor surviving entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or consolidation, merger, or any sale, assignmenttransfer or conveyance pursuant to Section 10.1(b)(i), transfer, conveyance, lease or other disposition of all or substantially all of and following the properties and assets of the Company in accordance with Section 801, assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture Buyer with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Buyer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Buyer and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Buyer and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. (c) In the event of any consolidation, merger, sale, transfer or conveyance (other than a conveyance by way of lease) pursuant to the provisions of Section 10.1(b)(i), the Buyer or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon The Company covenants that it shall not merge or consolidate with or into any consolidation or mergerother Person (other than a wholly-owned subsidiary of the Company), split-off, or any sale, assignment, transfer, conveyance, lease sell or other disposition of convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction), unless (i) the properties and Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company shall be a Person organized under the Laws of the United States of America or any State thereof and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in accordance with Section 801form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, and (ii) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition. (b) In case of any such consolidation, merger, split-off, spin-off, sale or conveyance, and following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. (d) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this ARTICLE9 shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate (c) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon The Company covenants that it shall not merge or consolidate with or into any consolidation or mergerother Person (other than a wholly-owned subsidiary of the Company), split-off, or any sale, assignment, transfer, conveyance, lease sell or other disposition of convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction), unless (i) the properties and Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company shall be a Person organized under the Laws of the United States of America or any State thereof and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in accordance with Section 801form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, and (ii) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition. (b) In case of any such consolidation, merger, split-off, spin-off, sale or conveyance, and following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. (d) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this ARTICLE 9 shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue (subject to the provisions of the Indenture and the Warrant Agreement) either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Unit Certificates, Debt Securities, Warrants, Prepaid Purchase Contracts Issued under the Indenture and Purchase Contracts issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor entityPerson, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureAgreement prescribed, the Trustee Trustee, the Warrant Agent and the Agent shall authenticate authenticate, countersign, execute and shall deliver deliver, as applicable, any Securities Unit Certificates, Debt Securities, Warrants, Prepaid Purchase Contracts Issued under the Indenture and Purchase Contracts which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee Trustee, the Warrant Agent and the Agent for authentication, execution and countersignature, and any Securities Unit Certificate, Debt Securities, Warrants, Prepaid Purchase Contracts Issued under the Indenture and Purchase Contracts evidencing Units which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee Trustee, the Warrant Agent and the Agent for that purpose. All of the Securities of any series Purchase Contracts so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities of such series Purchase Contracts theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Purchase Contracts had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the Securities Unit Certificates and Purchase Contracts 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 Company or any successor Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement, the Units, the Unit Certificates and the Purchase Contracts and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance and assets of the Company in accordance with Section 801, upon any assumption by the successor Person, to the extent required under this Article Five, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer or the Guarantor, and as the case may exercise every right and power ofbe, the Company under this Indenture with the same effect as if such successor Person party had been named herein as the Company herein; thereafter party of the first part, and the predecessor company Person, except in the event of a lease, shall be relieved of all any further obligations and covenants obligation under this Indenture Indenture, the Notes and the Securities; provided that Notes Guarantee, as applicable. If such successor Person succeeds to and is substituted for the Company shall not be released from its obligation to pay the principal ofIssuer, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Such such successor entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyIssuer, any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; Trustee; and, upon the order of such successor entityPerson, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers an Officer of the Company Issuer to the Trustee for authentication, and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities Notes issuable hereunder which that theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor entityPerson, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers officers of the Company Issuer to the Trustee for authentication, and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the Securities Notes 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 Person 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 Notes and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue (and, in the case of Warrants to purchase or sell Warrant Securities, may execute and deliver Warrant Securities in its own name pursuant to the Indenture, in fulfillment of its obligations to deliver Warrant Securities upon exercise of the Warrants) either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Warrants issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeWarrant Agent; and, upon the order of such successor entityPerson, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureAgreement prescribed, the Trustee Warrant Agent shall authenticate countersign and shall deliver any Securities Warrants which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee Warrant Agent for authenticationcountersignature, and any Securities Warrants which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee Warrant Agent for that purpose. All of the Securities of any series Warrants so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities of such series Warrants theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities Warrants had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the Securities Warrant Certificates representing the Warrants 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 Company or any successor Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement, the Warrants and the Warrant Certificates and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or mergermerger by the Company with or into any other Person, or any conveyance, sale, assignment, transfer, conveyance, transfer or lease or other disposition by the Company of all or substantially all of the its properties and assets of the Company in entirety or substantially as an entirety to any Person in accordance with Section 8018.01, the successor Person formed by such consolidation with or into which the Company is merged or to which such conveyance, sale, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance, sale, transfer or lease the Company shall be relieved of discharged from all further obligations and covenants under this the Indenture and the Securities; provided that the Company shall not Securities and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, conveyance or lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, split-off, spin-off, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. The successor entity to such consolidation, merger, sale or conveyance may satisfy the obligations of Section 5.4(a)(i) and (ii) of this CVR Agreement by providing copies of such successor entity’s Exchange Act Documents in the case of Section 5.4(a)(i) or such successor entity’s financial information in the case of Section 5.4(a)(ii). (c) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this Article 9 shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801conveyance, the successor such Successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor IRSA, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Successor Person may cause to be signed, and may issue either in its own name or in the name of the CompanyIRSA, prior to such succession any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company IRSA and delivered to the Trustee; and, upon the order of such successor entity, Successor Person instead of the Company, IRSA and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the Officers Authorized Person of the Company IRSA to the Trustee for authentication, and any Securities which that such successor entity Successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, leasetransfer, assignment, transfer lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the 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) and assumption by the Successor Person, IRSA shall be discharged from all obligations and covenants under this Indenture and the Securities to be performed by IRSA and may be liquidated and dissolved. No Successor Person shall have the right to redeem any Securities Outstanding unless IRSA would have been entitled to redeem such Securities pursuant to this Indenture in the absence of any such merger, consolidation, sale, transfer, lease or conveyance permitted under Section 8.1.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities Notes issuable hereunder which that theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor entityPerson, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers officers of the Company Issuer to the Trustee for authentication, and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the Securities Notes 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 Person 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 Notes and may be liquidated and dissolved. ARTICLE NINE SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Successor Person Substituted. (a) Upon any consolidation or mergermerger by the Company with or into any other Person, or any sale, assignment, transfer, conveyance, transfer or lease or other disposition by the Company of all or substantially all of the its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance, transfer or lease the Company shall be relieved of discharged from all further obligations and covenants under this the Indenture and the Securities; provided that the Company shall not Securities and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, conveyance or lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore that shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously that shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance, the Company (or any successor Person which shall theretofore have become such in the manner described in this Article 9) shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation with or into which the Company is merged or the successor Person to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance or transfer (except by a lease), the Company shall be relieved of discharged from all further its obligations and covenants under this Indenture and the Securities; provided that the Company shall not Securities and coupons and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assetsliquidated. (b) Such successor entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entityPerson, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall shall, except as otherwise set forth herein, in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation Person or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition transfer (excluding by way of lease) of all or substantially all of the properties and assets Properties of the Company in accordance with Section 8015.1, the successor Person surviving entity formed by such consolidation with or into which the Company is merged or the surviving entity to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and be bound by and obligated to pay the obligations of, and may exercise every right and power of, the Company under this Indenture Indenture, the Securities and the Operative Documents with the same effect as if such successor Person had been named as the Company herein; thereafter herein and therein, but the predecessor company shall be relieved Company in the event of all further obligations and covenants under this Indenture and the Securities; provided that the Company any such conveyance or transfer shall not be released from its the obligation to pay the principal of, premiuminterest on and Special Interest, if any, or interest on with respect to the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Securities. Such successor surviving entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor surviving entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor surviving entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succes- sion any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureAgreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authenticationauthen- tication, and any Securities which such successor entity corpo- ration thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities of such series theretofore there- tofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter thereaf- ter 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 Company or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue (subject to the provisions of the Indenture and the Warrant Agreement) either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Notes, Pre-Paid Purchase Contracts and/or Warrants issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeAgent; and, upon the order of such successor entityPerson, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureAgreement prescribed, the Trustee Trustee, the Warrant Agent and the Agent shall authenticate authenticate, countersign and shall deliver deliver, as applicable, any Securities Notes, Pre-Paid Purchase Contracts or Warrants which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee and the Warrant Agent for authenticationauthentication and countersignature, and any Securities Notes, Pre-Paid Purchase Contracts and/or Warrants evidencing Units which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee and the Warrant Agent for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the Securities Unit Certificates 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 Company or any successor Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement, the Units and the Unit Certificates and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company conveyance in accordance with Section 8015.1, the successor such Successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Bank, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Successor Person may cause to be signed, and may issue either in its own name or in the name of the CompanyBank, prior to such succession any or all of the Securities Notes issuable hereunder which that theretofore shall not have been signed by the Company Bank and delivered to the Trustee; and, upon the order of such successor entity, Successor Person instead of the Company, Bank and subject to all the terms, conditions and limitations prescribed in this Indenturethe Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which Notes that previously shall have been signed and delivered by the Officers Authorized Person of the Company Bank to the Trustee for authentication, and any Securities which Notes that such successor entity Successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this the Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, leasetransfer, assignment, transfer lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued as may be appropriate. (c) In the event of any such sale or conveyance (other than a conveyance by way of lease) and assumption by the Successor Person, the Bank shall be discharged from all obligations and covenants under the Indenture and the Notes to be performed by the Bank and may be liquidated and dissolved. (d) No Successor Person shall have the right to redeem any Notes outstanding unless the Bank would have been entitled to redeem such Notes pursuant to the Indenture in the absence of any such merger, consolidation, sale, transfer, lease or conveyance permitted under Section 5.1.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person corporation formed by such consolidation with or into which the Company is merged or the successor Person to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of The Successor Company shall be the properties and assets of successor to the Company in accordance with Section 801, the successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made and shall succeed to, and be substituted for, and be bound by and obligated to pay the obligations of, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter Indenture, but the predecessor company shall be relieved Company in the case of all further obligations and covenants under this Indenture and the Securities; provided that the Company a conveyance, transfer or lease shall not be released from its the obligation to pay the principal of, premiuminterest on, and Special Interest, if any, or interest on with respect to, the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Such successor entity thereupon Securities. The Successor Company may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, and upon the order of such successor entitythe Successor Company, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, merger of the Company or any sale, assignment, transfer, conveyance, lease Guarantor or other disposition any transfer of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with foregoing in which the Company or to which such salea Guarantor is not the Surviving Person, assignment, transfer, conveyance or other disposition is made the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Indenture, the Notes and the Registration Rights Agreement or such Guarantor under this Indenture, the Guarantee of such Guarantor and the Registration Rights Agreement, as the case may be, with the same effect as if such successor Person corporation had been named as the Company hereinor such Guarantor, as the case may be, therein; and thereafter except in the predecessor company case of a lease, the Company shall be relieved of discharged from all further obligations and covenants under this Indenture Indenture, the Notes and the Securities; provided that the Company Registration Rights Agreement and such Guarantor shall not be released discharged from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties obligations and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in covenants under this Indenture, the Trustee shall authenticate Registration Rights Agreement and shall deliver any Securities which previously shall have been signed the Guarantee of such Guarantor, as the case may be. For all purposes of this Indenture and delivered by the Officers Notes (including the provision of the Company to the Trustee for authenticationthis Section 5.01 and Sections 4.09, 4.10, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities 4.15), Subsidiaries of any Surviving Person shall, upon such transaction or series so issued shall in all respects have the same legal rank of related transactions, become Restricted Subsidiaries unless and benefit under this Indenture until designated as the Securities of such series theretofore or thereafter issued Unrestricted Subsidiaries pursuant to and in accordance with the terms of this Indenture as though and all of such Securities had been issued at the date Indebtedness, and all Liens on assets, of the execution hereofCompany and the Restricted Subsidiaries in existence immediately prior to such transaction or series of related transactions will be deemed to have been Incurred upon such transaction or series of related transactions. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor entityPerson, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers officers of the Company Issuer to the Trustee for authentication, and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the Securities Notes 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 Person which shall theretofore have become such in the manner described in this Article Eight shall be discharged from all obligations and covenants under this Indenture and the Notes and may be liquidated and dissolved. ARTICLE NINE

Successor Person Substituted. (a) Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease sale or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 8018.01, the successor Person formed by such consolidation with or amalgamation or into which the Company is merged or to which such sale, assignment, transfer, conveyance sale or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations herein and covenants under this Indenture and the Securities; provided that the Company shall not thereupon be released from its obligation to pay all obligations hereunder and under the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Securities. Such successor entity Person thereupon may cause to be signed, signed and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entityPerson, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, saleamalgamation, leasemerger, assignmenttransfer, transfer sale or conveyance, other disposition such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person corporation formed by such consolidation with or into which the Company is merged or the successor Person to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance or transfer (except by a lease), the Company shall be relieved of discharged from all further its obligations and covenants under this Indenture and the Securities; provided that the Company shall not Securities and coupons and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801conveyance, the successor such Successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Bank, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Successor Person may cause to be signed, and may issue either in its own name or in the name of the CompanyBank, prior to such succession any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company Bank and delivered to the Trustee; and, upon the order of such successor entity, Successor Person instead of the Company, Bank and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the Officers Authorized Person of the Company Bank to the Trustee for authentication, and any Securities which that such successor entity Successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, leasetransfer, assignment, transfer lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the 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) and assumption by the Successor Person, the Bank shall be discharged from all obligations and covenants under this Indenture and the Securities to be performed by the Bank and may be liquidated and dissolved. No Successor Person shall have the right to redeem any Securities Outstanding unless the Bank would have been entitled to redeem such Securities pursuant to this Indenture in the absence of any such merger, consolidation, sale, transfer, lease or conveyance permitted under Section 8.1.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. The successor entity to such consolidation, merger, sale or conveyance may satisfy the obligations of Section 5.4(a)(i) and (ii) of this CVR Agreement by providing copies of such successor entity’s Exchange Act Documents in the case of Section 5.4(a)(i) or such successor entity’s financial information in the case of Section 5.4(a)(ii). (c) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this Article 9 shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801conveyance, the successor such Successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor IRSA, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Successor Person may cause to be signed, and may issue either in its own name or in the name of the CompanyIRSA, prior to such succession any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company IRSA and delivered to the Trustee; and, upon the order of such successor entity, Successor Person instead of the Company, IRSA and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the Officers Authorized Person of the Company IRSA to the Trustee for authentication, and any Securities which that such successor entity Successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, leasetransfer, assignment, transfer lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the 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) and assumption by the Successor Person, IRSA shall be discharged from all obligations and covenants under this Indenture and the Securities to be performed by IRSA and may be liquidated and dissolved. No Successor Person shall have the right to redeem any Securities Outstanding unless IRSA would have been entitled to redeem such Securities pursuant to this Indenture in the absence of any such merger, consolidation, sale, transfer, lease or conveyance permitted under Section 8.1. 11924629

Successor Person Substituted. (a) Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of all or substantially all of the properties and assets of the Company or a Guarantor in accordance with Section 8016.12 hereof, the successor Successor Company, Successor Person or Successor Parent Guarantor, as applicable, formed by such consolidation or amalgamation or into or with which the Company Company, such Subsidiary Guarantor or Parent, as applicable, is merged or to which such wind up, 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, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Financing Agreement, the Series 2019 Bonds and the Guarantees referring to the Company, such Guarantor, or Parent, as applicable, shall refer instead to the Successor Company, Successor Person or Successor Parent Guarantor, as applicable, and not to the Company, such Subsidiary Guarantor, or Parent as applicable), and may exercise every right and power ofof the Company, such Subsidiary Guarantor, or Parent, as applicable, under this Financing Agreement, the Company under this Indenture Series 2019 Bonds, the Guarantees and the Security Documents, as applicable, with the same effect as if such successor Successor Company, Successor Person or Successor Parent Guarantor, as applicable, had been named as the Company Company, a Subsidiary Guarantor or Parent, as applicable, herein; thereafter the predecessor company shall , and such Subsidiary Guarantor’s or Parent’s Guarantee and such Subsidiary Guarantor and Parent, as applicable, will be relieved of all further obligations automatically released and covenants under this Indenture and the Securities; provided that the Company shall not be released discharged from its obligation to pay the principal ofobligations hereunder, premiumand, if any, or interest on the Securities in the case of a lease of all or substantially all of predecessor Company shall automatically be released from its properties obligations thereunder; provided that the predecessor Company shall not be relieved from the obligations under this Financing Agreement, the Series 2019 Note, the Guarantees and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or the Security Documents in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or mergermerger by the Company with or into any other Person, or any sale, assignment, transfer, conveyance, transfer or lease or other disposition by the Company of all or substantially all of the its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and, in the predecessor company event of any such conveyance, transfer or lease the Company shall be relieved of discharged from all further obligations and covenants under this the Indenture and the Securities; provided that the Company shall not Securities and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of The Successor Company shall be the properties and assets of successor to the Company in accordance with Section 801, the successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made and shall succeed to, and be substituted for, and be bound by and obligated to pay the obligations of, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter Indenture, but the predecessor company shall be relieved Company in the case of all further obligations and covenants under this Indenture and the Securities; provided that the Company a conveyance, transfer or lease shall not be released from its the obligation to pay the principal of, premiuminterest on, and Special Interest, if any, or interest on with respect to, the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Such successor entity thereupon Securities. The Successor Company may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, and upon the order of such successor entitythe Successor Company, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, amalgamation by the Company with or merger by the Company into any other Person or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with or amalgamation or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter , and thereafter, except in the case of a lease, the predecessor company Person shall be relieved of all further obligations and covenants under this Indenture and the Securities. ARTICLE NINE Supplemental Indentures Section 901. Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registerable or not registerable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b); or (8) to add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such Securities; or (9) to qualify or maintain qualification of this Indenture under the Trust Indenture Act; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect. Section 902. Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company shall not be released from its obligation and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to pay or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, premiumor any installment of principal of or interest on, if anyany Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Securities Stated Maturity thereof (or, in the case of a lease redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of all the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or substantially all the consent of its properties whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and assetstheir consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8). (b) Such successor entity thereupon may cause to be signedA supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, and may issue either in its own name or in which modifies the name rights of the Company, any or all Holders of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore with respect to such covenant or thereafter issued in accordance with other provision, shall be deemed not to affect the terms of rights under this Indenture as though all of such Securities had been issued at the date of the execution hereofHolders of Securities of any other series. (c) In case It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such merger in which Act shall approve the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriatesubstance thereof.

Successor Person Substituted. (a) Upon any consolidation or merger, amalgamation by the Company with or merger by the Company into any other Person or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with or amalgamation or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter , and thereafter, except in the case of a lease, the predecessor company Person shall be relieved of all further obligations and covenants under this Indenture and the Securities. ARTICLE NINE Supplemental Indentures Section 901. Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registerable or not registerable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to secure the Securities pursuant to the requirements of Section 1005 or otherwise; or (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b); or (9) to add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such Securities; or (10) to qualify or maintain qualification of this Indenture under the Trust Indenture Act; or (11) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect. Section 902. Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company shall not be released from its obligation and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to pay or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, premiumor any installment of principal of or interest on, if anyany Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Securities Stated Maturity thereof (or, in the case of a lease redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of all the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or substantially all the consent of its properties whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and assetstheir consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 1007, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1007, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8). (b) Such successor entity thereupon may cause to be signedA supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, and may issue either in its own name or in which modifies the name rights of the Company, any or all Holders of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore with respect to such covenant or thereafter issued in accordance with other provision, shall be deemed not to affect the terms of rights under this Indenture as though all of such Securities had been issued at the date of the execution hereofHolders of Securities of any other series. (c) In case It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such merger in which Act shall approve the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriatesubstance thereof.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, conveyance, transfer, conveyance, lease or other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of all or substantially the due and punctual payment of the principal of and premium, if any, and interest on all of the properties Notes of all series Outstanding and assets the due and punctual performance of all of the covenants and conditions of this Indenture or established with respect to each series of the Notes pursuant to Section 2.01 to be performed by the Company in accordance with Section 801respect to each series, the such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named herein as the Company herein; thereafter party of the first part, and thereupon the predecessor company Person shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that Notes, except the Company shall not be released from its obligation provisions of Section 7.06 to pay the principal ofextent such provisions relate to matters occurring before any such consolidation, premiummerger, if anysale, assignment, conveyance, transfer or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) other disposition. Such successor entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyCompany or any other predecessor obligor on the Notes, any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entitycompany, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers officers of the predecessor Company to the Trustee for authentication, and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer conveyance, transfer, lease or conveyanceother disposition, such changes in phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued as may be appropriate. (c) Nothing contained in this Indenture or in any of the Notes shall prevent the Company from merging into itself or acquiring by purchase or otherwise all or any part of the property of any other Person (whether or not Affiliated with the Company).

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Issuer and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company Issuer to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the 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 Person 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 Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of all or substantially all of the properties and assets of the Company Issuer or Co-Issuer, as applicable, in accordance with Section 8015.01 hereof, the successor Person formed by such consolidation or with which the Company Issuer or Co-Issuer, as applicable, is merged or to which such 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, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or Co-Issuer, as applicable, shall refer instead to the successor Issuer or Co-Issuer, as applicable), and may exercise every right and power ofof the Issuer or Co-Issuer, the Company as applicable under this Indenture with the same effect as if such successor Person had been named as the Company Issuer or Co-Issuer, as applicable, herein; thereafter , and the predecessor company Issuer or Co-Issuer, as applicable, shall automatically be relieved of all further released and discharged from its obligations and covenants under this Indenture the Indenture, the Security Documents and the Securities; Notes; provided that the Company predecessor Issuer or Co-Issuer, as applicable, shall not be released relieved from its obligation to pay obligations under the principal ofIndenture, premium, if any, or interest on the Securities Security Documents and the Notes in the case of a lease lease.” Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of all or substantially all the State of its properties and assetsNew York. Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together. Section 6. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (bas supplemented and amended by this Supplemental Indenture) Such successor entity thereupon may cause is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided. Section 7. If there is any conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control. Section 8. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be signedassumed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and delivered to accepted by the Trustee; and, upon the order of such successor entity, instead of the Company, and Trustee subject to all the terms, terms and conditions set forth in the Indenture with the same force and limitations prescribed in this Indenture, the Trustee shall authenticate effect as if those terms and shall deliver any Securities which previously shall have been signed conditions were repeated at length herein and delivered by the Officers of the Company made applicable to the Trustee for authenticationwith respect hereto. Section 9. If any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities no Holder of any series so issued of Notes shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofany claim therefor against any party hereto. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of and following such an assumption by the properties and assets of the Company successor Person in accordance with Section 801the terms of this CVR Agreement, Parent shall be discharged from all obligations and covenants under this CVR Agreement solely with respect to the business and assets transferred in such bona fide consolidation, merger, sale or conveyance, but, for the avoidance of doubt, Parent will remain bound by all obligations and covenants with respect to any business or assets retained by Parent or its Subsidiaries that generate Covered Revenues, and such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, the Company under this Indenture for Parent with the same effect as if such successor Person it had been named as herein (it being understood, for the Company herein; thereafter the predecessor company shall be relieved avoidance of all further obligations and covenants under this Indenture and the Securities; provided doubt, that the Company calculations of Covered Revenues and Net Sales shall not be released from include any revenue or Sales of any Affiliates of the successor Person other than the revenue and Sales of the business and assets of Parent and its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Subsidiaries). Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Parent prior to such succession any or all of the Securities CVRs issuable hereunder which theretofore shall not have been signed by the Company Parent and delivered to the Trustee; , and, upon the order of such successor entity, Person instead of the Company, Parent and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities CVRs which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities CVRs which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series CVRs so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series CVRs theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities CVRs had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities CVRs thereafter to be issued as may be appropriate.. The successor entity to such consolidation, merger, sale or conveyance may satisfy the obligations of

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company Company, substantially as an entirety in accordance with Section 801, the successor Person corporation formed by such consolidation with or into which the Company is merged or the successor Person to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance or transfer (except by a lease), the Company shall be relieved of discharged from all further its obligations and covenants under this Indenture and the Securities; provided that the Company shall not Securities and coupons and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation All covenants, provisions and agreements in this CVR Agreement by or mergerfor the benefit of the Parent, the Rights Agent or any salethe Holders shall bind and inure to the benefit of their respective successors, assignmentassignees, transferheirs and personal representatives, conveyance, lease whether so expressed or not. The Parent may assign this CVR Agreement without the prior written consent of the other disposition parties to this CVR Agreement in connection with the transfer or sale of all or substantially all of the properties and assets or business of the Company Parent related to the Products, or in the event of the Parent’s merger or consolidation, in accordance with Section 8014.4; provided that, the (i) any such successor Person formed by such consolidation or assignee shall expressly assume the Parent’s obligations under this CVR Agreement, including payment of amounts on all CVRs in accordance with the Company applicable terms; and (ii) the Parent shall delivered to the Rights Agent an Officer’s Certificate, stating that such consolidation, merger, conveyance, transfer or lease complies with this Article 6. Any attempted assignment of this CVR Agreement or any such rights in violation of this Section 6.1 shall be void and of no effect. (b) In case of a consolidation or merger with a wholly-owned Subsidiary or any other Person, or a transfer or sale to which a Person of all or substantially all of the assets or business of Parent related to the Products, such sale, assignment, transfer, conveyance or other disposition is made successor Person shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture Parent with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or other shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this CVR Agreement without the execution or filing of any such merger in which the Company is not the surviving corporation paper or any such consolidationfurther act on the part of any of the parties hereto, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.provided

Successor Person Substituted. (a) Upon any consolidation or merger, merger or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company Trust Estate substantially as an entirety in accordance with Section 80111.1, the successor Person formed by such consolidation with or into which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter SUBJECT, HOWEVER, to the predecessor company following limitations: 118 A. If the Supplemental Indenture required by Section 11.1 shall be relieved contain a grant, conveyance, transfer and mortgage in terms sufficient to include and subject to the lien of this Indenture, subject only to Permitted Exceptions and any Prior Liens permitted by Section 13.6, all further obligations property, rights, privileges and covenants under this Indenture and franchises owned by the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest successor Person on the Securities in date of the case of a lease of all consolidation, merger, transfer or substantially all of its properties conveyance and assets. which may be thereafter acquired by such successor Person (b) Such other than Excepted Property and Excluded Property), then such successor entity thereupon Person may cause to be signedexecuted, and may issue either in its own name or in the name of the CompanyCompany prior to such succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeTrustee for authentication, any Obligations issuable hereunder; and, and upon the order request of such successor entity, instead of the CompanyPerson, and subject to all the terms, conditions and limitations prescribed in terms of this Indenture, the Trustee shall authenticate and shall deliver any Securities Obligations which previously shall have been signed previously executed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities Obligations which such successor entity thereafter Person shall thereafter, in accordance with this Indenture, cause to be signed executed and delivered to the Trustee for that such purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such Such changes in phraseology language and form (but not in substance) may be made in the Securities thereafter to be issued such Obligations as may be appropriateappropriate in view of such consolidation, merger, conveyance or transfer. B. If the Supplemental Indenture required by Section 11.1 shall not contain the grant, conveyance, transfer and mortgage described in paragraph A above, then such successor Person shall not be entitled to procure the authentication and delivery of any Obligations issuable hereunder (except for Obligations issued under Sections 3.6, 3.7, 3.8 and 14.7), and this Indenture shall not, by virtue of such consolidation, merger, conveyance or transfer, or by virtue of such Supplemental Indenture, or by virtue of the Granting Clauses, become a lien upon, and the term Trust Estate shall not be deemed to include, any of the property, rights, privileges and franchises of such successor Person owned by the successor Person at the time of such consolidation, merger, conveyance or transfer (unless such successor Person, in its discretion shall subject the same to the lien hereof), but this Indenture shall become and be a lien, subject to only Permitted Exceptions and any Prior Liens permitted by Section 13.6, upon only the following property, rights, privileges and franchises acquired by such successor Person after the date of such consolidation, merger, conveyance or transfer, to wit: (1) all betterments, extensions, improvements, additions, repairs, renewals, replacements, substitutions and alterations to, upon, for and of the property, rights, privileges and franchises subject to the lien hereof, and all property constituting appurtenances of the Trust Estate; (2) all property made the basis of the withdrawal of cash from the Trustee or the release of property from the lien of this Indenture; (3) all property acquired or constructed with the proceeds of (i) any insurance on any part of the Trust Estate, including with the proceeds of insurance on the Trust Estate not required to be paid to the Trustee under Section 13.8, or (ii) any part of the Trust Estate released from the lien of this Indenture or disposed of free from any such lien or taken by eminent domain; 119 (4) all property acquired pursuant to Section 13.7 to maintain and preserve and keep the Trust Estate in good condition, repair and working order and all property acquired or constructed with Trust Moneys paid over upon Company Request under Section 6.6; and (5) all property, leases, rights-of-way, franchises, licenses, permits or easements acquired in alteration, substitution, surrender or modification of any property, leases, rights-of-way, franchises, licenses, permits or easements disposed of, altered or modified pursuant to Section 5.1 and all monies deposited in connection therewith pursuant to Section 5.1; and said Supplemental Indenture shall contain a grant, conveyance, transfer or mortgage subjecting the property referred to in the preceding clauses of this paragraph to the lien of this Indenture. C. No such conveyance or transfer of the Trust Estate substantially as an entirety shall have the effect of releasing the Person named as "the Company" in the first paragraph of this instrument or any successor Person which shall have become such in the manner prescribed in this Article from its liability as obligor and maker on any of the Obligations, unless such conveyance or transfer is followed by the complete liquidation of such Person or successor Person and substantially all its assets immediately following such conveyance or transfer are the securities of such successor Person received in such conveyance or transfer.

Successor Person Substituted. (a) Upon any consolidation by the Company with or merger, merger by the Company into any other Person or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter , and thereafter, except in the case of a lease, the predecessor company Person shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that . ARTICLE NINE Supplemental Indentures Section 901. Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company shall not be released from its obligation to pay and the principal of, premium, if any, or interest on assumption by any such successor of the Securities covenants of the Company herein and in the case Securities; or (2) to add to the covenants of a lease the Company for the benefit of the Holders of all or substantially any series of Securities (and if such covenants are to be for the benefit of less than all series of its properties and assets.Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (b3) Such successor entity thereupon may cause to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be signedfor the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registerable or not registerable as to principal, and may issue either with or without interest coupons, or to permit or facilitate the issuance of Securities in its own name uncertificated form; or (5) to add to, change or in the name eliminate any of the Companyprovisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or all elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Securities issuable hereunder which theretofore Holder of any such Security with respect to such provision or (B) shall not have been signed by become effective only when there is no such Security Outstanding; or (6) to establish the Company and delivered to the Trustee; and, upon the order form or terms of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have as permitted by Sections 201 and 301; or (7) to evidence and provide for the same legal rank and benefit under this Indenture as acceptance of appointment hereunder by a successor Trustee with respect to the Securities of such one or more series theretofore and to add to or thereafter issued in accordance with change any of the terms provisions of this Indenture as though all shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b); or (8) to add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such Securities had been issued at Securities; or (9) to qualify or maintain qualification of this Indenture under the date Trust Indenture Act; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the execution hereof. (c) In case Holders of Securities of any such merger series in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriatematerial respect.

Successor Person Substituted. (a) Upon any consolidation by the Company with or merger, merger by the Company into any other corporation or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter , and in the predecessor company event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the "Company" in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801), except in the case of a lease, shall be relieved discharged of all further obligations and covenants under this Indenture and the Securities; provided that Securities and the Company shall not coupons and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.. ARTICLE NINE

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Issuer and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers officers of the Company Issuer to the Trustee for authentication, and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities Notes 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 Person 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 Notes and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or merger, merger of the Company or any sale, assignment, transfer, conveyance, lease Guarantor or other disposition any transfer of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with foregoing in which the Company or to which such salea Guarantor is not the Surviving Person, assignment, transfer, conveyance or other disposition is made the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Indenture, the Notes and the Registration Rights Agreement or such Guarantor under this Indenture, the Guarantee of such Guarantor and the Registration Rights Agreement, as the case may be, with the same effect as if such successor Person corporation had been named as the Company hereinor such Guarantor, as the case may be, therein; and thereafter except in the predecessor company case of a lease, the Company shall be relieved of discharged from all further obligations and covenants under this Indenture Indenture, the Notes and the Securities; provided that the Company Registration Rights Agreement and such Guarantor shall not be released discharged from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties obligations and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in covenants under this Indenture, the Trustee shall authenticate Registration Rights Agreement and shall deliver any Securities which previously shall have been signed the Guarantee of such Guarantor, as the case may be. For all purposes of this Indenture and delivered by the Officers Notes (including the provision of the Company to the Trustee for authenticationthis Section 5.01 and Sections 4.09, 4.10, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities 4.15), Subsidiaries of any Surviving Person shall, upon such transaction or series so issued shall in all respects have the same legal rank of related transactions, become Restricted Subsidiaries unless and benefit under this Indenture until designated as the Securities of such series theretofore or thereafter issued Unrestricted Subsidiaries pursuant to and in accordance with the terms of this Indenture as though and all of such Securities had been issued at the date Indebtedness, and all Liens on assets, of the execution hereof. (c) In case Company and the Restricted Subsidiaries in existence immediately prior to such transaction or series of any related transactions will be deemed to have been Incurred upon such merger in which the Company is not the surviving corporation transaction or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.series of related transactions. ARTICLE SIX

Successor Person Substituted. (a) Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of all or substantially all of the properties and assets of the Company or a Guarantor in accordance with Section 8016.12 hereof, the successor Successor Company, Successor Person or Successor Parent Guarantor, as applicable, formed by such consolidation or amalgamation or into or with which the Company Company, such Subsidiary Guarantor or Parent, as applicable, is merged or to which such wind up, 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, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Financing Agreement, the Bonds and the Guarantees referring to the Company, such Guarantor, or Parent, as applicable, shall refer instead to the Successor Company, Successor Person or Successor Parent Guarantor, as applicable, and not to the Company, such Subsidiary Guarantor, or Parent as applicable), and may exercise every right and power ofof the Company, such Subsidiary Guarantor, or Parent, as applicable, under this Financing Agreement, the Company under this Indenture Bonds, the Guarantees and the Security Documents, as applicable, with the same effect as if such successor Successor Company, Successor Person or Successor Parent Guarantor, as applicable, had been named as the Company Company, a Subsidiary Guarantor or Parent, as applicable, herein; thereafter the predecessor company shall , and such Subsidiary Guarantor’s or Parent’s Guarantee and such Subsidiary Guarantor and Parent, as applicable, will be relieved of all further obligations automatically released and covenants under this Indenture and the Securities; provided that the Company shall not be released discharged from its obligation to pay the principal ofobligations hereunder, premiumand, if any, or interest on the Securities in the case of a lease of all or substantially all of predecessor Company shall automatically be released from its properties obligations thereunder; provided that the predecessor Company shall not be relieved from the obligations under this Financing Agreement, the Series 2020 Note, the Guarantees and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or the Security Documents in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition transfer (excluding by way of lease) of all or substantially all of the properties and assets Properties of the Company in accordance with Section 8015.1, the successor Person surviving entity formed by such consolidation with or into which the Company is merged or the surviving entity to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and be bound by and obligated to pay the obligations of, and may exercise every right and power of, the Company under this Indenture Indenture, the Securities and the Operative Documents with the same effect as if such successor Person had been named as the Company hereinherein and therein; thereafter but the predecessor company shall be relieved Company in the event of all further obligations and covenants under this Indenture and the Securities; provided that the Company any such conveyance or transfer shall not be released from its the obligation to pay the principal of, premiuminterest on and Special Interest, if any, or interest on with respect to, the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Securities. Such successor surviving entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor surviving entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor surviving entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or mergermerger by the Company with or into any other Person, or any sale, assignment, transfer, conveyance, transfer or lease or other disposition by the Company of all or substantially all of the its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance, transfer or lease the Company shall be relieved of discharged from all further obligations and covenants under this the Indenture and the Securities; provided that the Company shall not Securities and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company Issuer herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor entityPerson, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the Officers officers of the Company Issuer to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the 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 Person 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 Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture Buyer with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Buyer prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company Buyer and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Buyer and subject to all the terms, conditions and limitations prescribed in this IndentureAgreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. (c) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) the Buyer or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 8015.01, the successor Person surviving entity formed by such consolidation with or into which the Company is merged or the surviving entity to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, and be bound by and obligated to pay the obligations of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company hereinherein and therein; thereafter and in the predecessor company event of any such conveyance (other than a conveyance by way of lease) or transfer, the Company shall be relieved of discharged from all further obligations and covenants under this the Indenture and the Securities; provided that the Company shall not Notes and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor surviving entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor surviving entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities Notes which such successor surviving entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or a transfer to a person other disposition of all than a Subsidiary or substantially all of the properties and assets an Affiliate of the Company of the Somatogen Recombinant Hemoglobin Technologies as provided in accordance with Section 801, 3.1(g) and following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureAgreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties conveyance, and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor entityPerson, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers officers of the Company Issuer to the Trustee for authentication, and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology phrasing and form (but not in substance) may be made in the Securities Notes 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 Person which shall theretofore have become such in the manner described in this Article Eight shall be discharged from all obligations and covenants under this Indenture and the Notes and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or merger, amalgamation by the Company with or merger by the Company into any other Person or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8018.01, the successor Person formed by such consolidation with or amalgamation or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; , and thereafter the predecessor company Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 8.01), except in the case of a lease, shall be relieved discharged of all further obligations and covenants under this Indenture and the Securities and the coupons and may be dissolved and liquidated. Upon any transaction referred to in Section 8.01, the assumption of the Company’s obligations by such successor person referred to in the preceding paragraph shall be and be deemed to be a novation of the Securities; provided that . In the Company shall not be released from its obligation to pay the principal ofevent of any such novation, premium, if any, or interest on the Securities except in the case of a lease of all or substantially all of its properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name assets of the Company, any or the Company shall be discharged from all of its obligations and covenants under this Indenture and the Securities issuable hereunder which theretofore Securities. The Company, the Trustee and such successor Person shall not have been signed by enter into a supplemental indenture to evidence the Company novation of the Securities, the succession and delivered to the Trustee; and, upon the order substitution of such successor entity, instead Person and such discharge and release of the Company. In addition, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyancenovation, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureAgreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series Securi- ties so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the 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 Company or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, amalgamation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with shall succeed to and be substituted for the Company or to which such salethe Guarantor, assignmentas applicable, transfer, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon corporation may cause to be signed, and may issue either in its own name or in the name of the CompanyCompany or the Guarantor, as applicable, prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company or the Guarantor, as applicable, and delivered to the TrusteeTrustees; and, upon the order of such successor entity, Person instead of the CompanyCompany or the Guarantor, as applicable, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee Trustees shall authenticate and shall deliver any Securities and Coupons, if any, appertaining thereto, which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee Trustees for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee Trustees for that purpose. All of the Securities of any series and Coupons, if any, appertaining thereto, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series and Coupons, if any, appertaining thereto, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons, if any, appertaining thereto, had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer lease or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons, if any, appertaining thereto, 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 Company or the Guarantor, as applicable shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or merger, amalgamation by the Company with or merger by the Company into any other Person or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8018.01, the successor Person formed by such consolidation with or amalgamation or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; , and thereafter the predecessor company Company (which term shall for this purpose mean the Person named as the "Company" in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 8.01), except in the case of a lease, shall be relieved discharged of all further obligations and covenants under this Indenture and the Securities and the coupons and may be dissolved and liquidated. Upon any transaction referred to in Section 8.01, the assumption of the Company's obligations by such successor person referred to in the preceding paragraph shall be and be deemed to be a novation of the Securities; provided that . In the Company shall not be released from its obligation to pay the principal ofevent of any such novation, premium, if any, or interest on the Securities except in the case of a lease of all or substantially all of its properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name assets of the Company, any or the Company shall be discharged from all of its obligations and covenants under this Indenture and the Securities issuable hereunder which theretofore Securities. The Company, the Trustee and such successor Person shall not have been signed by enter into a supplemental indenture to evidence the Company novation of the Securities, the succession and delivered to the Trustee; and, upon the order substitution of such successor entity, instead Person and such discharge and release of the Company. In addition, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyancenovation, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureAgreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the 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 Company or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company Issuer substantially as an entirety to any Person in accordance with Section 8015.1(a) hereof, the successor Person formed by such consolidation or into or with which the Company Issuer is merged or to which such sale, assignmentconveyance, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, conveyance, transfer or lease, the provisions of this Indenture referring to the “Issuer” shall refer instead to the successor and not to the Issuer), and may shall exercise every right and power of, the Company Issuer under this Indenture with the same effect as if such successor Person had been named as the Company Issuer herein; thereafter and the predecessor company shall be relieved of released from all further obligations and covenants under this Indenture and the Securities; provided Securities provided, however, that in the Company event of a lease, the predecessor shall not be released from its obligation to pay the principal of, premium, if any, or interest payment obligations on the Securities in the case of a lease of all or substantially all of its properties and assetsSecurities. (b) Such Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the properties and assets of Parent substantially as an entirety to any Person in accordance with Section 5.1(b) hereof, the successor entity thereupon may cause formed by such consolidation or into or with which Parent is merged or to be signedwhich such sale, conveyance, transfer or lease is made shall succeed to, and may issue either in its own name be substituted for (so that from and after the date of such consolidation, merger, sale, conveyance, transfer or in lease, the name provisions of the Company, any or all of the Securities issuable hereunder which theretofore this Indenture referring to “Parent” shall not have been signed by the Company and delivered refer instead to the Trustee; andsuccessor and not to Parent), upon with the order of same effect as if such successor entity, instead of the Companyhad been named herein, and subject to the predecessor shall be automatically and unconditionally released from all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit obligations under this Indenture as and its Guarantees; provided, however, that in the Securities event of such series theretofore or thereafter issued in accordance with a lease, the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereofpredecessor shall not be released from its payment obligations on its Guarantees. (c) In case Upon any consolidation or merger of any such merger in which Parent with the Company is not the surviving corporation Issuer or any such consolidationSubsidiary of the Issuer, or any sale, lease, assignmentconveyance, transfer or conveyancelease of the properties and assets of Parent as an entirety to the Issuer or any Subsidiary of the Issuer, such changes references to Parent in phraseology and form (but not in substance) may this Indenture shall be made in the Securities thereafter deemed to be issued as may be appropriatereferences to the Issuer.

Successor Person Substituted. (a) Upon any consolidation or merger, merger of the Company or any sale, assignment, transfer, conveyance, lease Guarantor or other disposition any transfer of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with foregoing in which the Company or to which such salea Guarantor is not the Surviving Person, assignment, transfer, conveyance or other disposition is made the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Indenture, the Notes and the Registration Rights Agreement or such Guarantor under this Indenture, the Guarantee of such Guarantor and the Registration Rights Agreement, as the case may be, with the same effect as if such successor Person corporation had been named as the Company hereinor such Guarantor, as the case may be, therein; and thereafter except in the predecessor company case of a lease, the Company shall be relieved of discharged from all further obligations and covenants under this Indenture Indenture, the Notes and the Securities; provided that the Company Registration Rights Agreement and such Guarantor shall not be released discharged from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties obligations and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in covenants under this Indenture, the Trustee shall authenticate Registration Rights Agreement and shall deliver any Securities which previously shall have been signed the Guarantee of such Guarantor, as the case may be. For all purposes of this Indenture and delivered by the Officers of the Company to the Trustee for authenticationNotes (including this Section 5.01 and Sections 4.09, 4.10 and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities 4.15), Subsidiaries of any Surviving Person shall, upon such transaction or series so issued shall in all respects have the same legal rank of related transactions, become Restricted Subsidiaries unless and benefit under this Indenture until designated as the Securities of such series theretofore or thereafter issued Unrestricted Subsidiaries pursuant to and in accordance with the terms of this Indenture as though and all of such Securities had been issued at the date Indebtedness, and all Liens on assets, of the execution hereofCompany and the Restricted Subsidiaries in existence immediately prior to such transaction or series of related transactions will be deemed to have been Incurred upon such transaction or series of related transactions. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, merger of the Company or any sale, assignment, transfer, conveyance, lease Guarantor or other disposition any transfer of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with foregoing in which the Company or to which such salea Guarantor is not the Surviving Person, assignment, transfer, conveyance or other disposition is made shall the Surviving Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Indenture, the Notes and the Registration Rights Agreement or such Guarantor under this Indenture, the Guarantee of such Guarantor and the Registration Rights Agreement, as the case may be, with the same effect as if such successor Person corporation had been named as the Company hereinor such Guarantor, as the case may be, therein; and thereafter except in the predecessor company shall case of a lease, the Company will be relieved of discharged from all further obligations and covenants under this Indenture Indenture, the Notes and the Securities; provided that the Company shall not Registration Rights Agreement and such Guarantor will be released discharged from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties obligations and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in covenants under this Indenture, the Trustee shall authenticate Registration Rights Agreement and shall deliver any Securities which previously shall have been signed the Guarantee of such Guarantor, as the case may be. For all purposes of this Indenture and delivered by the Officers Notes (including the provision of the Company to the Trustee for authenticationthis Section 5.1 and Sections 4.9, 4.10 and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities 4.15), Subsidiaries of any Surviving Person will, upon such transaction or series so issued shall in all respects have the same legal rank of related transactions, become Restricted Subsidiaries unless and benefit under this Indenture until designated as the Securities of such series theretofore or thereafter issued Unrestricted Subsidiaries pursuant to and in accordance with the terms of this Indenture as though and all of such Securities had been issued at the date Indebtedness, and all Liens on assets, of the execution hereofCompany and the Restricted Subsidiaries in existence immediately prior to such transaction or series of related transactions will be deemed to have been Incurred upon such transaction or series of related transactions. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, or any sale, assignment, conveyance, transfer, conveyance, lease or other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of all or substantially the due and punctual payment of the principal of and premium, if any, and interest on all of the properties Notes of all series Outstanding and assets the due and punctual performance of all of the Company in accordance covenants and conditions of this Indenture or established with respect to each series of the Notes pursuant to Section 8012.01 to be performed by the Issuer with respect to each series, the such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named herein as the Company herein; thereafter party of the first part, and thereupon the predecessor company Person shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that Notes, except the Company shall not be released from its obligation provisions of Section 7.06 to pay the principal ofextent such provisions relate to matters occurring before any such consolidation, premiummerger, if anysale, assignment, conveyance, transfer or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) other disposition. Such successor entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyIssuer or any other predecessor obligor on the Notes, any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor entitycompany, instead of the CompanyIssuer, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers officers of the Company predecessor Issuer or its managing member to the Trustee for authentication, and any Securities Notes which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer conveyance, transfer, lease or conveyanceother disposition, such changes in phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued as may be appropriate. (c) Nothing contained in this Indenture or in any of the Notes shall prevent the Issuer from merging into itself or acquiring by purchase or otherwise all or any part of the Property of any other Person (whether or not Affiliated with the Issuer).

Successor Person Substituted. (a) Upon any consolidation or merger, amalgamation by the Company with or merger by the Company into any other corporation or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8018.01, the successor Person formed by such consolidation with or amalgamation or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter , and in the predecessor company event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the "Company" in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 8.01), except in the case of a lease, shall be relieved discharged of all further obligations and covenants under this Indenture and the Securities and the coupons and may be dissolved and liquidated. Upon any transaction referred to in Section 8.01, the assumption of the Company's obligations referred to in the preceding paragraph shall be and be deemed to be a novation of the Securities; provided that . In the Company shall not be released from its obligation to pay the principal ofevent of any such novation, premium, if any, or interest on the Securities except in the case of a lease of all or substantially all of its properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name assets of the Company, any or the Company shall be discharged from all of its obligations and agreements under this Indenture and the Securities issuable hereunder which theretofore Securities. The Company, the Trustee and such Person shall not have been signed by enter into a supplemental indenture to evidence the Company novation of the Securities, the succession and delivered to the Trustee; and, upon the order substitution of such successor entity, instead Person and such discharge and release of the Company. In addition, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyancenovation, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation transaction or merger, or any sale, assignment, transfer, conveyance, lease or other disposition series of all or substantially all transactions that are of the properties type described in Section 5.1, and assets of the Company are effected in accordance with Section 801with, conditions described in the immediately preceding paragraphs, the successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person Surviving Entity had been named as the Company hereintherein; thereafter and when a Surviving Entity duly assumes all of the obligations and covenants of the Company pursuant to this Indenture and the Notes, except in the case of a lease, the predecessor company Person shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assetssuch obligations. (b) Such For all purposes of this Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Guarantors, Restricted Subsidiaries or Unrestricted Subsidiaries, to the extent and as provided pursuant to this Indenture, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that were not Liens on property or assets, of the Company 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. (c) If the successor entity thereupon corporation shall have succeeded to and been substituted for the Company, such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entitycorporation, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities Notes which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities Notes which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purposepurpose (in each instance with notations of Guarantees thereon by the Guarantors). All of the Securities of any series Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series Notes theretofore or thereafter issued and endorsed in accordance with the terms of this Indenture and the Guarantees as though all of such Securities Notes had been issued and endorsed at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or mergerIn case of an assumption pursuant to S ection 9.1(a)(ii), or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor such assuming Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon assuming Person may cause to be signed, and may issue either in its own name (or, if it is the successor to the Company or substantially all assets of the Company, in the name of the Company, Company prior to such succession) any or all of the Securities issuable hereunder hereunder, in the case of Global Securities, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity assuming Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyanceassumption, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. (c) In the event of any such assumption, the assigning Person shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition transfer (excluding by way of lease) of all or substantially all of the properties and assets Properties of the Company in accordance with Section 8015.1, the successor Person surviving entity formed by such consolidation with or into which the Company is merged or the surviving entity to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and be bound by and obligated to pay the obligations of, and may exercise every right and power of, the Company under this Indenture Indenture, the Securities and the Operative Documents with the same effect as if such successor Person had been named as the Company hereinherein and therein; thereafter but the predecessor company shall be relieved Company in the event of all further obligations and covenants under this Indenture and the Securities; provided that the Company any such conveyance or transfer shall not be released from its the obligation to pay the principal of, premiumof and interest, if any, or interest on with respect to, the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Securities. Such successor surviving entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor surviving entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor surviving entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignment, transfer or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of all or substantially all of the properties and assets of the Company Issuer or the Co-Issuer or a Guarantor in accordance with Section 8015.01 hereof, the successor Successor Company, Successor Person or Successor Parent Guarantor, as applicable, formed by such consolidation or amalgamation or into or with which the Company Issuer or the Co-Issuer, such Subsidiary Guarantor or Parent, as applicable, is merged or to which such wind up, 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, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture, the Notes and the Guarantees referring to the Issuer or the Co-Issuer, such Guarantor, or Parent, as applicable, shall refer instead to the Successor Company, Successor Person or Successor Parent Guarantor, as applicable, and not to the Issuer or the Co-Issuer, such Subsidiary Guarantor, or Parent as applicable), and may exercise every right and power ofof the Issuer or the Co-Issuer, such Subsidiary Guarantor, or Parent, as applicable, under this Indenture, the Company under this Indenture Notes, the Guarantees and the Security Documents, as applicable, with the same effect as if such successor Successor Company, Successor Person or Successor Parent Guarantor, as applicable, had been named as the Company Issuer or the Co-Issuer, a Subsidiary Guarantor or Parent, as applicable, herein; thereafter the predecessor company shall , and such Subsidiary Guarantor’s or Parent’s Guarantee and such Subsidiary Guarantor and Parent, as applicable, will be relieved of all further obligations automatically released and covenants under this Indenture and the Securities; provided that the Company shall not be released discharged from its obligation to pay the principal ofobligations hereunder, premiumand, if any, or interest on the Securities in the case of a lease of all predecessor Issuer or substantially all of Co-Issuer shall automatically be released from its properties and assets. (b) Such successor entity thereupon may cause to be signed, and may issue either in its own name obligations thereunder; provided that the predecessor Issuer or in the name of the Company, any or all of the Securities issuable hereunder which theretofore Co-Issuer shall not have been signed by be relieved from the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in obligations under this Indenture, the Trustee shall authenticate Notes, the Guarantees and shall deliver any Securities which previously shall have been signed and delivered by the Officers of Security Documents in the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiary Guarantors taken as a whole in accordance a transaction that is subject to, and that complies with the provisions of, Section 8014.01(a) hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such 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, lease, conveyance or other disposition, the provisions of this Guarantee Agreement referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of, of the Company under this Indenture Guarantee Agreement with the same effect as if such successor Person had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any. (b) Upon any consolidation or merger, or interest on the Securities in the case of a lease any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of its properties and assets. (b) Such successor entity thereupon may cause to be signedthe assets of a Subsidiary Guarantor in a transaction that is subject to, and may issue either in its own name that complies with the provisions of, Section 4.01(b) hereof, the successor Person formed by such consolidation or in into or with which the name of the CompanySubsidiary Guarantor is merged or to which such sale, any assignment, transfer, lease, conveyance or all of the Securities issuable hereunder which theretofore other disposition is made shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Companysucceed to, and subject to all the terms, conditions be substituted for (so that from and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at after the date of the execution hereof. (c) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, lease, assignmentconveyance or other disposition, transfer or conveyancethe provisions of this Guarantee Agreement referring to the “Subsidiary Guarantor” shall refer instead to the successor Person and not to the Subsidiary Guarantor), and may exercise every right and power of the Subsidiary Guarantor under this Guarantee Agreement with the same effect as if such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued successor Person had been named as may be appropriatesuch Subsidiary Guarantor herein.

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person corporation formed by such consolidation with or into which the Company is merged or the successor Person to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this 62 70 Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance or transfer (except by a lease), the Company shall be relieved of discharged from all further its obligations and covenants under this Indenture and the Securities; provided that the Company shall not Securities and coupons and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Person Substituted. (a) Upon In case of any consolidation or such consolidation, merger, sale or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of the Company in accordance with Section 801, following such an assumption by the successor Person, such successor Person formed by such consolidation with the Company or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) . Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder hereunder, in the case of Global Securities, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, corporation instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureCVR Agreement prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities which such successor entity corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture CVR Agreement as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture CVR Agreement as though all of such Securities had been issued at the date of the execution hereof. (cb) In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. The successor entity to such consolidation, merger, sale or conveyance may satisfy the obligations of Section 5.4(a)(i) and (ii) of this CVR Agreement by providing copies of such successor entity’s Exchange Act Documents in the case of Section 5.4(a)(i) or such successor entity’s financial information in the case of Section 5.4(a)(ii). (c) In the event of any such sale, transfer or conveyance (other than a conveyance by way of lease) the Company or any Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this CVR Agreement and the Securities and may be liquidated and dissolved.

Successor Person Substituted. (a) Upon any consolidation or mergermerger by the Company with or into any other Person, or any sale, assignment, transfer, conveyance, transfer or lease or other disposition by the Company of all or substantially all of the its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation with or into which the Company is merged or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter and in the predecessor company event of any such conveyance, transfer or lease the Company shall be relieved of discharged from all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not Securities and may be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties dissolved and assets. (b) liquidated. Such successor entity thereupon Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity, Person instead of the Company, Company and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, authentication pursuant to such provisions and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purposethe purpose pursuant to such provisions. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, merger, sale, conveyance or lease, assignment, transfer or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.. ARTICLE NINE

Successor Person Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition transfer of all or substantially all of the properties and assets of the Company in accordance with Section 8018.01, the successor Person formed by such consolidation with or into which the Company is merged or the Person to which such sale, assignment, transfer, conveyance or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter the predecessor company shall be relieved of all further obligations herein and covenants under this Indenture and the Securities; provided that the Company shall not thereupon be released from its obligation to pay all obligations hereunder and under the principal of, premium, if any, or interest on the Securities in the case of a lease of all or substantially all of its properties and assets. (b) Securities. Such successor entity Person thereupon may cause to be signed, signed and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entityPerson, instead of the Company, and subject to all the terms, conditions and limitations prescribed in this IndentureIndenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers officers of the Company to the Trustee for authentication, and any Securities which such successor entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (c) . In case of any such merger in which the Company is not the surviving corporation or any such consolidation, salemerger, lease, assignment, transfer sale or conveyance, conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.