Common use of Successor Person Substituted Clause in Contracts

Successor Person Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or 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 had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon any consolidation by the Company with or merger, merger by the Company into any other Person or any conveyance conveyance, transfer or transfer lease of the properties and assets of the Company substantially as an entirety in accordance with Section 8019.01, the successor corporation Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance conveyance, transfer or transfer 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; in this Indenture, and thereafter, except in the event case of any such conveyance or transfer (except by a lease), the Company predecessor Person shall be discharged from relieved of all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidatedNotes. 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 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 hereof. 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 appropriatethis Indenture.

Successor Person Substituted. Upon (a) In case of any consolidation or such consolidation, merger, sale or any conveyance or transfer of conveyance, and following such an assumption by the properties and assets of the Company substantially as an entirety successor Person in accordance with Section 801the terms of this CVR Agreement, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or 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 had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company Parent shall be discharged from all obligations and covenants under this Indenture CVR Agreement solely with respect to the business and assets transferred in such bona fide consolidation, merger, sale or conveyance, but, for the Securities avoidance of doubt, Parent will remain bound by all obligations and coupons covenants with respect to any business or assets retained by Parent or its Subsidiaries that generate Covered Revenues, and may such successor Person shall succeed to and be dissolved substituted for Parent with the same effect as if it had been named herein (it being understood, for the avoidance of doubt, that the calculations of Covered Revenues and liquidatedNet Sales shall not 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon In case of any consolidation or such consolidation, merger, transfer, lease or conveyance and upon any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, to the extent required under this Article Five, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 party had been named herein as the Company herein; party of the first part, and the predecessor Person, except in the event of any such conveyance or transfer (except by a lease), shall be relieved of any further obligation under this Indenture, the Company shall be discharged from all obligations and covenants under this Indenture Notes and the Securities Notes Guarantee, as applicable. If such successor Person succeeds to and coupons and may be dissolved and liquidated. Such is substituted for the Issuer, 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. 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. Upon any consolidation or merger, or any conveyance or transfer (excluding by way of lease) of all or substantially all of the properties and assets Properties of the Company substantially as an entirety in accordance with Section 8015.1, the successor corporation surviving entity formed by such consolidation or into which the Company is merged or the successor Person surviving entity to which such conveyance or 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 had been named as the Company hereinherein and therein; and in the event of any such conveyance or transfer (except by a lease)transfer, the Company Person that immediately prior to such conveyance or transfer constituted the "Company" shall be discharged from all obligations and covenants under this Indenture and the Indenture, the Securities and coupons the Operative Documents and may be dissolved and 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 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. 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. Upon any consolidation or mergermerger by the Company with or into any other Person, or any conveyance conveyance, transfer or transfer lease by the Company of the its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor corporation Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance conveyance, transfer or transfer 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 in the event of any such conveyance conveyance, transfer or transfer (except by a lease), lease the Company shall be discharged from all obligations and covenants under this the Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, transfer, lease or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801other conveyance, the successor corporation formed by such consolidation or into which the Company is merged or the successor Successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated. 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. 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. Upon any consolidation or merger, or any conveyance or transfer (excluding by way of lease) of all or substantially all of the properties and assets Properties of the Company substantially as an entirety in accordance with Section 8015.1, the successor corporation surviving entity formed by such consolidation or into which the Company is merged or the successor Person surviving entity to which such conveyance or 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 had been named as the Company herein; herein and therein, but the predecessor Company in the event of any such conveyance or transfer (except by a lease)shall not be released from the obligation to pay the principal of, interest on and Special Interest, if any, with respect to the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidatedSecurities. 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon any consolidation or mergermerger by the Company with or into any other Person, or any conveyance conveyance, sale, transfer or transfer lease by the Company 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 corporation Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance conveyance, sale, transfer or transfer 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 in the event of any such conveyance conveyance, sale, transfer or transfer (except by a lease), lease the Company shall be discharged from all obligations and covenants under this the Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated. 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated. 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 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. 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. Upon any consolidation or merger, merger of the Company or any conveyance Guarantor or any transfer of all or substantially all of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into foregoing in which the Company or a Guarantor is merged or not the successor Surviving Person, the Surviving Person to which such conveyance or transfer is made 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 corporation had been named as the Company hereinor such Guarantor, as the case may be, therein; and thereafter except in the event case of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture Indenture, the Notes and the Securities Registration Rights Agreement and coupons such Guarantor shall be discharged from all obligations and may be dissolved and 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 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. 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 SIX

Successor Person Substituted. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Successor Person Substituted. Upon any consolidation or merger, or any conveyance or transfer of The Successor Company shall be the properties and assets of successor to the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 had been named as Indenture, but the predecessor Company herein; and in the event case of any such conveyance a conveyance, transfer or transfer (except by a lease)lease shall not be released from the obligation to pay the principal of, interest on, and Special Interest, if any, with respect to, the Securities. The Successor Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon any consolidation or merger, amalgamation by the Company with or merger by the Company into any other Person or any conveyance conveyance, transfer or transfer lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8018.01, the successor corporation Person formed by such consolidation or amalgamation or into which the Company is merged or the successor Person to which such conveyance conveyance, transfer or transfer 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 Company (which term shall for this purpose mean the Person named as the “Company” in the event first paragraph of this Indenture or any successor Person which shall theretofore become such conveyance or transfer (in the manner described in Section 8.01), except by in the case of a lease), the Company shall be discharged from of all obligations and covenants under this Indenture and the Securities and the coupons and may be dissolved and liquidated. Such Upon any transaction referred to in Section 8.01, the assumption of the Company’s obligations by such successor entity thereupon may cause person referred to in the preceding paragraph shall be and be deemed to be signeda novation of the Securities. In the event of any such novation, and may issue either in its own name or except in the name case of a lease of all or substantially all of the 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, 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. In addition, 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. Upon In case of any consolidation or such consolidation, merger, sale, transfer, lease or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801other conveyance, the successor corporation formed by such consolidation or into which the Company is merged or the successor Successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated. 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. 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. Upon (a) In case of any consolidation or such consolidation, merger, sale, assignment, conveyance, transfer, lease or any conveyance or transfer 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 the properties due and assets punctual payment of the Company substantially as an entirety in accordance principal of and premium, if any, and interest on all of the Notes of all series Outstanding and 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 8012.01 to be performed by the Issuer with respect to each series, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named herein as the Company herein; party of the first part, and in thereupon the event of any such conveyance or transfer (except by a lease), the Company predecessor Person shall be discharged from relieved of all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidatedNotes, except the provisions of Section 7.06 to the extent such provisions relate to matters occurring before any such consolidation, merger, sale, assignment, conveyance, transfer or 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 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. 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. Upon any consolidation by the Company with or merger, merger by the Company into any other corporation or any conveyance conveyance, transfer or transfer lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor corporation Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance conveyance, transfer or transfer 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 in the event of any such conveyance or transfer (except by a lease)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 discharged from of all obligations and covenants under this Indenture and the Securities and the coupons and may be dissolved and 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or 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 had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all its obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon any consolidation or mergermerger by the Company with or into any other Person, or any conveyance conveyance, transfer or transfer lease by the Company of the its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor corporation Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance conveyance, transfer or transfer 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 and, in the event of any such conveyance conveyance, transfer or transfer (except by a lease), lease the Company shall be discharged from all obligations and covenants under this the Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon any consolidation or mergermerger by the Company with or into any other Person, or any conveyance conveyance, transfer or transfer lease by the Company of the its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor corporation Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance conveyance, transfer or transfer 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 in the event of any such conveyance conveyance, transfer or transfer (except by a lease), lease the Company shall be discharged from all obligations and covenants under this the Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon (a) In case of any consolidation or such consolidation, merger, sale or any conveyance or transfer of conveyance, and following such an assumption by the properties and assets of the Company substantially as an entirety successor Person in accordance with Section 801the terms of this CVR Agreement, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or 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 had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company Parent shall be discharged from all obligations and covenants under this Indenture CVR Agreement solely with respect to the business and assets transferred in such bona fide consolidation, merger, sale or conveyance, but, for the Securities avoidance of doubt, Parent will remain bound by all obligations and coupons covenants with respect to any business or assets retained by Parent or its Subsidiaries that generate Covered Revenues, and may such successor Person shall succeed to and be dissolved substituted for Parent with the same effect as if it had been named herein (it being understood, for the avoidance of doubt, that the calculations of Covered Revenues and liquidatedNet Sales shall not 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 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. 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. Upon any consolidation or merger, or any conveyance or transfer (excluding by way of lease) of all or substantially all of the properties and assets Properties of the Company substantially as an entirety in accordance with Section 8015.1, the successor corporation surviving entity formed by such consolidation or into which the Company is merged or the successor Person surviving entity to which such conveyance or 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 had been named as the Company hereinherein and therein; and but the predecessor Company in the event of any such conveyance or transfer (except by a lease)shall not be released from the obligation to pay the principal of, interest on and Special Interest, if any, with respect to, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidatedSecurities. 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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. 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. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company Company, substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or 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 had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all its obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon any consolidation or merger, merger of the Company or any conveyance Guarantor or any transfer of all or substantially all of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into foregoing in which the Company or a Guarantor is merged or not the successor Surviving Person, the Surviving Person to which such conveyance or transfer is made 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 corporation had been named as the Company hereinor such Guarantor, as the case may be, therein; and thereafter except in the event case of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture Indenture, the Notes and the Securities Registration Rights Agreement and coupons such Guarantor shall be discharged from all obligations and may be dissolved and 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 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. 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 SIX DEFAULTS AND REMEDIES

Successor Person Substituted. Upon In case of any consolidation or such consolidation, merger, sale or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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. 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. Upon In case of any consolidation or such consolidation, merger, sale or any conveyance conveyance, or a transfer of the properties and assets to a person other than a Subsidiary or an Affiliate of the Company substantially of the Somatogen Recombinant Hemoglobin Technologies as provided in Section 3.1(g) and following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon In case of any consolidation or such consolidation, amalgamation, merger, sale or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer is made shall succeed to, to and be substituted for, and may exercise every right and power of, for the Company under this Indenture or the Guarantor, as applicable, with the same effect as if such successor it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated. 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 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. 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. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or 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 had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all its obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated. 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 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. 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. Upon any consolidation consolidation, amalgamation or merger, or any conveyance transfer, sale or transfer other disposition of all or substantially all of the properties and assets of the Company substantially as an entirety in accordance with Section 8018.01, the successor corporation Person formed by such consolidation or amalgamation or into which the Company is merged or the successor Person to which such conveyance transfer, sale or transfer 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; herein and in the event of any such conveyance or transfer (except by a lease), the Company shall thereupon be discharged released from all obligations hereunder and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidatedSecurities. 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 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. 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. Upon any consolidation or merger, or any conveyance or transfer (excluding by way of lease) of all or substantially all of the properties and assets Properties of the Company substantially as an entirety in accordance with Section 8015.1, the successor corporation surviving entity formed by such consolidation or into which the Company is merged or the successor Person surviving entity to which such conveyance or 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 had been named as the Company hereinherein and therein; and but the predecessor Company in the event of any such conveyance or transfer (except by a lease)shall not be released from the obligation to pay the principal of and interest, if any, with respect to, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidatedSecurities. 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 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. 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. Upon any consolidation or merger, merger of the Company or any conveyance Guarantor or any transfer of all or substantially all of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into foregoing in which the Company or a Guarantor is merged or not the successor Surviving Person, the Surviving Person to which such conveyance or transfer is made 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 corporation had been named as the Company hereinor such Guarantor, as the case may be, therein; and thereafter except in the event case of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture Indenture, the Notes and the Securities Registration Rights Agreement and coupons such Guarantor shall be discharged from all obligations and may be dissolved and 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 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. 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 SIX

Successor Person Substituted. Upon any consolidation or mergermerger by the Company with or into any other Person, or any conveyance conveyance, transfer or transfer lease by the Company of the its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor corporation Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance conveyance, transfer or transfer 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 in the event of any such conveyance conveyance, transfer or transfer (except by a lease), lease the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or 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 had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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 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. 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. Upon any consolidation or merger, amalgamation by the Company with or merger by the Company into any other corporation or any conveyance conveyance, transfer or transfer lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8018.01, the successor corporation Person formed by such consolidation or amalgamation or into which the Company is merged or the successor Person to which such conveyance conveyance, transfer or transfer 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 in the event of any such conveyance or transfer (except by a lease)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 discharged from of all obligations and covenants under this Indenture and the Securities and the coupons and may be dissolved and liquidated. Such successor entity thereupon may cause 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 signeda novation of the Securities. In the event of any such novation, and may issue either in its own name or except in the name case of a lease of all or substantially all of the 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, 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. In addition, 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. Upon (a) In case of any consolidation or such consolidation, merger, sale, assignment, conveyance, transfer, lease or any conveyance or transfer 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 the properties due and assets punctual payment of the Company substantially as an entirety in accordance principal of and premium, if any, and interest on all of the Notes of all series Outstanding and 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 801, the successor corporation formed 2.01 to be performed by such consolidation or into which the Company is merged or the with respect to each series, such successor Person to which such conveyance or transfer 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 it had been named herein as the Company herein; party of the first part, and in thereupon the event of any such conveyance or transfer (except by a lease), the Company predecessor Person shall be discharged from relieved of all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidatedNotes, except the provisions of Section 7.06 to the extent such provisions relate to matters occurring before any such consolidation, merger, sale, assignment, conveyance, transfer or 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, lease or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company Issuer herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the properties and assets of the Company substantially as an entirety in accordance with Section 8018.01, the successor corporation Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or 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; herein and in the event of any such conveyance or transfer (except by a lease), the Company shall thereupon be discharged released from all obligations hereunder and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidatedSecurities. 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 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. 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.

Successor Person Substituted. Upon any consolidation or merger, or any conveyance or transfer of The Successor Company shall be the properties and assets of successor to the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 Indenture, but the same effect as if such successor had been named as the predecessor Company herein; and in the event case of any such conveyance a conveyance, transfer or transfer (except by a lease)lease shall not be released from the obligation to pay the principal of, interest on, and Special Interest, if any, with respect to, the Securities. The Successor Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon In case of any consolidation or such consolidation, merger, sale, transfer, lease or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801other conveyance, the successor corporation formed by such consolidation or into which the Company is merged or the successor Successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated. 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. 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. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 8015.01, the successor corporation surviving entity formed by such consolidation or into which the Company is merged or the successor Person surviving entity to which such conveyance or 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 had been named as the Company hereinherein and therein; and in the event of any such conveyance (other than a conveyance by way of lease) or transfer (except by a lease)transfer, the Company shall be discharged from all obligations and covenants under this the Indenture and the Securities and coupons Notes and may be dissolved and 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 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. 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. Upon any consolidation consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or transfer other disposition of all or substantially all of the properties and assets of the Company substantially as an entirety Issuer or the Co-Issuer or a Guarantor in accordance with Section 8015.01 hereof, the successor corporation 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 the successor Person to which such wind up, sale, assignment, transfer, lease, conveyance or transfer 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; , and such Subsidiary Guarantor’s or Parent’s Guarantee and such Subsidiary Guarantor and Parent, as applicable, will be automatically released and discharged from its obligations hereunder, and, in the event case of any such conveyance a predecessor Issuer or transfer (except by a lease), Co-Issuer shall automatically be released from its obligations thereunder; provided that the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated. Such successor entity thereupon may cause to be signed, and may issue either in its own name 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. 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.. 166

Successor Person Substituted. Upon In case of any consolidation or such consolidation, merger, sale or any conveyance or transfer of the properties conveyance, and assets of the Company substantially as following such an entirety in accordance with Section 801, assumption by the successor corporation formed by Person, such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer 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 it had been named as the Company herein; and in the event of any such conveyance or transfer (except by a lease), the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and 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, 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 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. 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. Upon any consolidation or merger, merger of the Company or any conveyance Guarantor or any transfer of all or substantially all of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into foregoing in which the Company or a Guarantor is merged or not the successor Surviving Person, the Surviving Person to which such conveyance or transfer is made shall 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 corporation had been named as the Company hereinor such Guarantor, as the case may be, therein; and thereafter except in the event case of any such conveyance or transfer (except by a lease), the Company shall will be discharged from all obligations and covenants under this Indenture Indenture, the Notes and the Securities Registration Rights Agreement and coupons such Guarantor will be discharged from all obligations and may be dissolved and 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 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 hereof. 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 appropriateseries of related transactions.