Common use of Successor Person Substituted Clause in Contracts

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-such Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Person and not to such the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, Person had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of of, premium, if any, and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-such Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a the Guarantor in accordance with Section 5.01 hereof, the successor Successor Person formed by such consolidation or amalgamation or into or with which the Issuer, the Co-Issuer or such the Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Notes and the Guarantee referring to the Issuer, the Co-Issuer or such the Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, the Co-Issuer or such the Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such the Guarantor, as applicable, under this Indenture Indenture, the Notes and the Guarantee with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, the Co-Issuer or a the Guarantor, as applicable, herein; provided that , and the predecessor Issuer or Guarantor’s Guarantee and the Co-Issuer, as applicable, shall not Guarantor will be relieved automatically released and discharged from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereofits obligations hereunder.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the IssuerParent, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the IssuerParent, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the IssuerParent, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the IssuerParent, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the IssuerParent, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the IssuerParent, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, merger or mergerDivision, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or Division or into or with which the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, Division, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay pay, or to Guarantee the payment of, as applicable, the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets assets, as applicable, that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer Company or a Guarantor any of its Restricted Subsidiaries in accordance with Section 5.01 6.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer Company or such Guarantor, as applicable, Restricted Subsidiary is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer “Company” or such to a “Restricted Subsidiary” or “Guarantor, as applicable, ” shall refer instead to the successor Person, as applicable, Person and not to the Issuer, the Co-Issuer Company or such Restricted Subsidiary or Guarantor, as applicablethe case may be), and may exercise every right and power of the Issuer, the Co-Issuer Company or such Guarantor, as applicable, Restricted Subsidiary or Guarantor under this Indenture with the same effect as if such successor Person, as applicable, Person had been named as the Issuer, the Co-Issuer Company or a Guarantor, as applicable, Restricted Subsidiary or Guarantor herein; provided provided, however, that the predecessor Issuer or the Co-Issuer, as applicable, Person shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition sale of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 6.01 hereof.”

Successor Person Substituted. (a) Upon any consolidation consolidation, combination or mergermerger of the Issuer or a Guarantor, or any sale, assignment, transfer, lease, conveyance or other disposition transfer of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof5.01, in which the Issuer or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the successor Person surviving entity formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, Guarantor is merged or the Person to which such the sale, assignmentconveyance, lease, transfer, lease, conveyance disposition or other disposition assignment is made shall succeed to, and be substituted for (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, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable)for, and may exercise every right and power of the Issuerof, the Co-Issuer or such Guarantor, as applicable, Guarantor under this Indenture Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person, as applicable, surviving entity had been named therein as the IssuerIssuer or such Guarantor and, except in the case of a lease, the Co-Issuer or a such Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicablecase may be, shall not be relieved released from the obligation to pay the principal of and interest on the NotesNotes or in respect of its Note Guarantee, except in as the case of a salemay be, assignment, transfer, lease, conveyance or other disposition of all or substantially and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Co-Issuer’s Notes, this Indenture and its Note Guarantee, if applicable. (b) Notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with, merge with or into or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets that meets to the requirements Issuer or another Restricted Subsidiary and (ii) this Article 5 will not apply to a merger of Section 5.01 hereofthe Issuer with an Affiliate of the Issuer solely for the purpose of reorganizing the Issuer in another jurisdiction.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay pay, or to Guarantee the payment of, as applicable, the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets assets, as applicable, that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, Person had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Successor Person formed by such consolidation or amalgamation or into or with which the Issuer, the Co-Issuer or such Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Notes and the Guarantees referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Notes and the Guarantees with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, and, in the case of a predecessor Issuer shall automatically be released from its obligations thereunder; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay obligations under this Indenture, the principal of Notes and interest on the Notes, except Guarantees in the case of a sale, assignment, transfer, any lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. (a) Upon any consolidation by the Company with or merger, merger by the Company into any other Person or any saleconveyance, assignment, transfer, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Issuer, the Co-Issuer or a Guarantor Company substantially as an entirety in accordance with Section 5.01 hereof8.01, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged merger or to which such saleconveyance, assignment, transfer, lease, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for (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, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable)for, and may exercise every right and power of the Issuerof, the Co-Issuer or such Guarantor, as applicable, Company under this Indenture with the same effect as if such successor Person, as applicable, Person had been named as the IssuerCompany herein, and thereafter, except in the case of such lease, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, Person shall not be relieved from of all obligations and covenants under this Indenture and the obligation Securities. (b) Upon any consolidation by a Subsidiary Guarantor with or merger by such Subsidiary Guarantor into any other Person or any conveyance, transfer, or lease of the properties and assets of such Subsidiary Guarantor substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or merger or to pay which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture with the principal of same effect as if such successor Person had been named as a Subsidiary Guarantor herein, and interest on the Notesthereafter, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition the predecessor Person shall be relieved of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.obligations and covenants under this Indenture and its Subsidiary Guarantee. ARTICLE NINE

Successor Person Substituted. Upon any consolidation or merger, winding up, Division or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the property or assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or wound up or formed upon such Division or to which such sale, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, Division sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or amalgamation or into or with which the Issuer, the Co-Issuer or such Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Notes and the Guarantees referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Notes and the Guarantees with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein, and, in the case of a predecessor Issuer shall be automatically released from its obligations thereunder; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay obligations under this Indenture, the principal of Notes and interest on the Notes, except Guarantees in the case of a saleany consolidation, assignmentamalgamation, transfer, lease, conveyance lease or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereofmerger.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the IssuerParent, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the IssuerParent, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the IssuerParent, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the IssuerParent, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the IssuerParent, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the IssuerParent, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer Parent or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay pay, or to Guarantee the payment of, as applicable, the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of Parent’s or the Issuer’s or the Co-Issuer’s assets assets, as applicable, that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the and/or Co-Issuer, as applicable, Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereofNotes and shall no longer be subject to this Indenture.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, Company or the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Successor Person formed by such consolidation or amalgamation or into or with which the Issuer, Company or the Co-Issuer or such Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Notes and the Guarantees referring to the Issuer, Company or the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, Company or the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, Company or the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Notes and the Guarantees with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, Company or the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, and, in the case of a predecessor Company or Co-Issuer shall automatically be released from its obligations thereunder; provided that the predecessor Issuer Company or the Co-Issuer, as applicable, Issuer shall not be relieved from the obligation to pay obligations under this Indenture, the principal of Notes and interest on the Notes, except Guarantees in the case of a sale, assignment, transfer, any lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. (a) Upon any consolidation consolidation, combination or mergermerger of the Issuer or a Guarantor, or any sale, assignment, transfer, lease, conveyance or other disposition transfer of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, in which the successor Person Issuer or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, as applicable, the surviving entity formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, Guarantor is merged or the Person to which such salethe conveyance, assignment, transfer, lease, conveyance lease or other disposition transfer by the Issuer is made shall will succeed to, and be substituted for (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, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable)for, and may exercise every right and power of the Issuerof, the Co-Issuer or such GuarantorGuarantor under this Supplemental Indenture, the Notes and the Note Guarantees, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, surviving entity had been named therein as the IssuerIssuer or such Guarantor and, except in the case of a lease, the Co-Issuer or a such Guarantor, as applicablethe case may be, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not will be relieved released from the obligation to pay the principal of and interest on the NotesNotes or in respect of its Note Guarantee, except in as the case of a salemay be, assignment, transfer, lease, conveyance or other disposition of all or substantially and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Co-Issuer’s Notes, this Supplemental Indenture and its Note Guarantee, if applicable. (b) Notwithstanding the foregoing, any Restricted Subsidiary may consolidate with, merge with or into or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets that meets to the requirements Issuer or another Restricted Subsidiary. (c) In connection with the merger of the Issuer with an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction, only subclauses (i) and (ii) of Section 5.01 hereof5.01(a) hereof shall be applicable.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, Company or the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Successor Person formed by such consolidation or amalgamation or into or with which the Issuer, Company or the Co-Issuer or such Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Notes and the Guarantees referring to the Issuer, Company or the Co-Co- Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, Company or the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, Company or the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Notes and the Guarantees with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, Company or the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, and, in the case of a predecessor Company or Co-Issuer shall automatically be released from its obligations thereunder; provided that the predecessor Issuer Company or the Co-Issuer, as applicable, Issuer shall not be relieved from the obligation to pay obligations under this Indenture, the principal of Notes and interest on the Notes, except Guarantees in the case of a sale, assignment, transfer, any lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the IssuerParent Guarantor, the Co-Issuer Company or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the IssuerParent Guarantor, the Co-Issuer Company or any such Subsidiary Guarantor, as applicablethe case may be, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, "Company" shall refer instead to the successor Person, as applicable, Person and not to the IssuerCompany, and the Co-Issuer or such provisions of this Indenture referring to the "Guarantor, as applicable" shall refer instead to the Successor Person and not to any Guarantor), and may exercise every right and power of the Issuer, Company or the Co-Issuer or such Guarantor, as applicablethe case may be, under this Indenture with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, the Co-Issuer Company or a Guarantor, as applicablethe case may be, herein; provided PROVIDED, HOWEVER, that the predecessor Issuer Company or the Co-IssuerGuarantor, as applicablethe case may be, shall not be relieved from the obligation to pay or Guarantee, respectively, the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition sale of all or substantially all of the Issuer’s or the Co-Issuer’s Company's assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the IssuerHoldings, the Co-an Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the IssuerHoldings, the Co-such Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the IssuerHoldings, the Co-such Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the IssuerHoldings, the Co-such Issuer or such Guarantor, as applicable), and may exercise every right and power of the IssuerHold- ings, the Co-such Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the IssuerHoldings, the Co-such Issuer or a such Guarantor, as applicableapplica- ble, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal princi- pal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-such Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer Company or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer Company or any such Subsidiary Guarantor, as applicablethe case may be, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, "Company" shall refer instead to the successor Person, as applicable, Person and not to the IssuerCompany, and the Co-Issuer or such provisions of this Indenture referring to the "Guarantor, as applicable" shall refer instead to the Successor Person and not to any Guarantor), and may exercise every right and power of the Issuer, Company or the Co-Issuer or such Guarantor, as applicablethe case may be, under this Indenture with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, the Co-Issuer Company or a Guarantor, as applicablethe case may be, herein; provided provided, however, that the predecessor Issuer Company or the Co-IssuerGuarantor, as applicablethe case may be, shall not be relieved from the obligation to pay or Guarantee, respectively, the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition sale of all or substantially all of the Issuer’s or the Co-Issuer’s Company's assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, Issuer or the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Successor Company or Successor Person formed by such consolidation or amalgamation or into or with which the Issuer, Issuer or the Co-Issuer or such Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Notes and the Guarantees referring to the Issuer, Issuer or the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Company or Successor Person and not to the Issuer, Issuer or the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, Issuer or the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Notes and the Guarantees with the same effect as if such successor Person, as applicable, Successor Company or Successor Person had been named as the Issuer, Issuer or the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, and, in the case of a predecessor Issuer or Co-Issuer shall automatically be released from its obligations thereunder; provided that the predecessor Issuer or the Co-Issuer, as applicable, Issuer shall not be relieved from the obligation to pay obligations under this Indenture, the principal of Notes and interest on the Notes, except Guarantees in the case of a sale, assignment, transfer, any lease, conveyance or other disposition . Table of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.Contents

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer CoIssuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person Successor Company or Successor Person, as applicable, formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Successor Company or Successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Successor Company or Successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-an Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-such Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-such Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-such Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-such Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-an Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-an Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Successor Person formed by such consolidation or amalgamation or into or with which the Issuer, the Co-Issuer or such Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Notes, the Guarantees and the Security Documents referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Notes, the Guarantees and the Security Documents with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, under the Security Documents and under the Guarantee of such Guarantor, and, in the case of a predecessor Issuer shall automatically be released from its obligations thereunder; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation obligations under this Indenture, the Security Documents, the Notes and the Guarantees pursuant to pay the principal of and interest on the Notes, except this Article V in the case of a sale, assignment, transfer, any lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, winding up, Division or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the property or assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or wound up or formed upon such Division or to which such sale, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, Division sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, Person had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.. 91 ARTICLE 6 DEFAULTS AND REMEDIES 92

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Successor Person formed by such consolidation or amalgamation or into or with which the Issuer, the Co-Issuer or such Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Notes and the Guarantees referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Notes and the Guarantees with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, and, in the case of a predecessor Issuer, such predecessor Issuer shall automatically be released from its obligations thereunder; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay obligations under this Indenture, the principal of Notes and interest on the Notes, except Guarantees in the case of a sale, assignment, transfer, any lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer Borrower or a Guarantor in accordance with Section 5.01 7.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer Borrower or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Agreement referring to the Issuer, the Co-Issuer Borrower or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Person and not to the Issuer, the Co-Issuer Borrower or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer Borrower or such Guarantor, as applicable, under this Indenture Agreement with the same effect as if such successor Person, as applicable, Person had been named as the Issuer, the Co-Issuer Borrower or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, Borrower shall not be relieved from the obligation to pay the principal of of, premium, if any, and interest on the Notes, Loans except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-IssuerBorrower’s assets that meets the requirements of Section 5.01 7.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay pay, or to Guarantee the payment of, as applicable, the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets assets, as applicable, that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-an Issuer or a Guarantor in accordance with Section 5.01 hereof‎Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer, the Co-an Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-such Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-such Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-such Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-an Issuer or a Guarantor, as applicable, herein; provided that the a predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s Issuers’ assets that meets the requirements of Section 5.01 hereof.‎Section 5.01. #94579868v11

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, Issuer or the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Successor Company or Successor Person formed by such consolidation or amalgamation or into or with which the Issuer, Issuer or the Co-Issuer or such Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Security Documents, any Intercreditor Agreement, the Notes and the Guarantees referring to the Issuer, Issuer or the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Company or Successor Person and not to the Issuer, Issuer or the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, Issuer or the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Security Documents, any Intercreditor Agreement, the Notes and the Guarantees with the same effect as if such successor Person, as applicable, Successor Company or Successor Person had been named as the Issuer, Issuer or the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, and, in the case of a predecessor Issuer or Co-Issuer shall automatically be released from its obligations thereunder; provided that the predecessor Issuer or the Co-Issuer, as applicable, Issuer shall not be relieved from the obligation to pay obligations under this Indenture, the principal of Notes and interest on the Notes, except Guarantees in the case of a sale, assignment, transfer, any lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 10.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Note Purchase Agreement referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture Note Purchase Agreement with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 10.01 hereof.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Successor Person formed by such consolidation or amalgamation or into or with which the Issuer, the Co-Issuer or such Guarantor, 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 for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture Indenture, the Notes and the Guarantees referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Successor Person and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Notes and the Guarantees with the same effect as if such successor Person, as applicable, Successor Person had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, and, in the case of a predecessor Issuer shall be automatically released from its obligations thereunder; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay obligations under this Indenture, the principal of Notes and interest on the Notes, except Guarantees in the case of a saleany consolidation, assignmentamalgamation, transfer, lease, conveyance lease or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereofmerger.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation, business combination or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the IssuerCompany, the Co-Issuer Issuers or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation consolidation, amalgamation or business combination, into or with which the IssuerCompany, the Co-Issuer Issuers or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the IssuerCompany, the Co-Issuer Issuers or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, Person and not to the IssuerCompany, the Co-Issuer Issuers or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the IssuerCompany, the Co-Issuer Issuers or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, Person had been named as the IssuerCompany, the Co-Issuer Issuers or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-IssuerCompany, as applicable, predecessor Issuers and predecessor Subsidiary Guarantors shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s Company’s, the Issuers’ or the Co-Issuera Subsidiary Guarantor’s assets that meets the requirements of Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, winding up, Division, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the property or assets of the IssuerParent Guarantor, the Co-Issuer or a Subsidiary Guarantor in accordance with Section ‎Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the IssuerParent Guarantor, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or wound up or formed upon such Division or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, Division, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the IssuerParent Guarantor, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the IssuerParent Guarantor, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the IssuerParent Guarantor, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the IssuerParent Guarantor, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section ‎Section 5.01 hereof.

Successor Person Substituted. Upon any consolidation or merger, merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer, the Co-Issuer or a the Parent Guarantor in accordance a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof5.01, the successor Person person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, the Parent Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made made, shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other dispositionfor, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture Indenture, with the same effect as if such successor Person, as applicable, Person had been named as the Issuer, the Co-Issuer or a the Parent Guarantor under this Indenture and the predecessor Issuer or Parent Guarantor, as applicable, hereinshall be discharged from all obligations under the Notes, the Guarantees, this Indenture and any supplemental indenture, as applicable; provided provided, however, that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of of, interest, premium, if any, and interest Additional Amounts, if any, on the Notes, Notes except in the case of a sale, assignmentconveyance, transfer, lease, conveyance transfer or other disposition lease of all or substantially all of the Issuer’s assets of or a consolidation or merger of the Co-Issuer’s assets Issuer in a transaction that meets is subject to, and that complies with the requirements of provisions of, Section 5.01 hereof5.01.

Successor Person Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer, the Co-Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest on the Notes, Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets that meets the requirements of Section 5.01 hereof.. Table of Contents

Successor Person Substituted. Upon any consolidation consolidation, merger or mergerDivision, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or Division or into or with which the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, Division, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer, the Co-Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer, the Co-Issuer or a Subsidiary Guarantor, as applicable, herein; provided that the predecessor Issuer or the Co-Issuer, as applicable, shall not be relieved from the obligation to pay pay, or to Guarantee the payment of, as applicable, the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or the Co-Issuer’s assets assets, as applicable, that meets the requirements of Section 5.01 hereof.. ARTICLE 6