Common use of Successor Substituted Clause in Contracts

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, Guarantor in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities of any series and/or the related such Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities of that series and/or in such Guarantee, as the case may be. When a successor assumes all the obligations of its predecessor under this Indenture, the Securities of any series or a Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may bethose obligations; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities of any series or its a Guarantee, as the case may be.. ARTICLE NINE

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease transfer or disposition of all or substantially all of the properties and assets of the Company any Obligor or any Guarantor, if any, Obligor Subsidiary in accordance with Section 801801 hereof, the successor Person formed by such consolidation or into which the Company such Obligor or such Guarantor, as the case may be, Obligor Subsidiary is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, PCI, the Company or such a Guarantor, as the case may be, under this Indenture, the Securities Securities, its Guaranty, and/or the related Guaranteeother Indenture Documents, as the case may be, with the same effect as if such successor had been named as PCI, the Company or such a Guarantor, as the case may be, herein, in the Securities Securities, the Guaranty, and such other Indenture Documents, as the case may be. When a successor assumes all the obligations of its predecessor under this Indenture, the Securities, a Guaranty, and/or in the Guaranteeother Indenture Documents, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may bethose obligations; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and of, premium, if any, or interest on the Securities or its Guaranteeany other Indenture Obligations relating to, this Indenture, the Securities, each Guaranty, or the other Indenture Documents, as the case may be.. Notwithstanding anything in the foregoing, any consolidation or merger, or any sale, assignment, conveyance, transfer or disposition of properties or assets under this Article Eight shall be subject to the provisions of Section 1014 and Section 1109 hereof. ARTICLE NINE

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company Issuer, Co-Issuer or any Guarantor, if any, Guarantor in accordance with Section 801Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Company Issuer, Co-Issuer or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company Issuer, Co-Issuer or such Guarantor, as the case may be, under this Indenture, Indenture or the Securities and/or the related GuaranteeGuarantees, as the case may be, with the same effect as if such successor Person had been named as the Company Issuer, Co-Issuer or such Guarantor, as the case may be, hereinherein or the Guarantees, in as the Securities and/or in case may be. When a successor Person assumes all obligations of its predecessor hereunder, the GuaranteeNotes or the Guarantees, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may beobligations; provided that in the case event of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Securities Notes or its Guaranteethe Guarantees, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, Guarantor in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities of any series and/or the related such Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities of that series and/or in such Guarantee, as the case may be. When a successor assumes all the obligations of its predecessor under this Indenture, the Securities of any series or a Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may bethose obligations; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities of any series or its a Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 8018.01, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged merged, or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, if any, as the case may be.

Successor Substituted. Upon Subject to the provisions set forth in this Indenture, upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets assets, of the Company or any Guarantor, if any, Subsidiary Guarantor in accordance with Section 801Sections 801 and 802 hereof, the successor Successor Company, Successor Person or the Division Successor, as applicable, formed by such consolidation or into which the Company or such Subsidiary Guarantor, as the case may be, is merged merged, or the successor Successor Company, Successor Person or the Division Successor, as applicable, to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Guarantor, as the case may be, under this Indenture, Indenture or the Securities and/or the related GuaranteeSubsidiary Guarantees, as the case may be, with the same effect as if such successor Successor Company, Successor Person or the Division Successor, as applicable, had been named as the Company or such Subsidiary Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and or the Securities or its GuaranteeSubsidiary Guarantees, as the case may be; provided that the predecessor Company or any Subsidiary Guarantor shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a transfer by sale, assignment, transfer, conveyance or other disposition of all of the assets of the Company or such Subsidiary Guarantor, as the case may be, that meets the requirements of Sections 801 and 802 hereof, as applicable; provided further that in the case of a lease of all or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Subsidiary Guarantor, as the case may be, the predecessor Company or any Subsidiary Guarantor shall not be released from the payment obligation to pay the principal of principal and interest on the Securities or its Guarantee, as the case may beNotes. SECTION 805. [Reserved].

Successor Substituted. Upon Subject to Section 13.07, upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 8018.01, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged merged, or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, if any, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 8018.1, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company any Issuer or any Guarantor, if any, in accordance with Section 8015.01, the successor Person formed by such consolidation or into which the Company such Issuer or such Guarantor, as the case may be, is merged merged, or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company such Issuer or such Guarantor, as the case may be, under this Indenture, the Securities Notes and/or the related Guarantee, as the case may be, and the Registration Rights Agreement, with the same effect as if such successor Person had been named as the Company such Issuer or such Guarantor, as the case may be, herein, in the Securities Notes and/or in the Guarantee, as the case may be, and the Company Registration Rights Agreement, and the applicable Issuer or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities Notes or its Guarantee, as the case may be, and the Registration Rights Agreement; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities Notes or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor (except, in the case of a Guarantor, if any, pursuant to a transaction set forth in the last paragraph of Section 5.01(b)) in accordance with Section 8015.01, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Supplemental Indenture and the Indenture, the Securities Notes and/or the related GuaranteeGuarantees, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities Notes and/or in the Guarantees, as the case may be. When a successor assumes all the obligations of its predecessor under this Supplemental Indenture and the Indenture, the Notes or a Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may bethose obligations; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities Notes or its a Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or mergerof the Company with, or merger of the Company into, any sale, assignment, other Person or any conveyance, transfer, transfer or lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, transfer or lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, Indenture with the same effect as if such successor Person had been named as the Company or such Guarantorherein, as and thereafter, except in the case may beof a lease, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, predecessor Person shall be discharged from relieved of all obligations and covenants under this Indenture and the Securities. If Guaranteed Securities are Outstanding, upon any consolidation of any Guarantor with, or its Guaranteemerger of any Guarantor into, any other Person or any conveyance, transfer or lease of the properties and assets of any such Guarantor substantially as an entirety in accordance with Section 801, the case successor Person formed by such consolidation or into which such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may be; provided that exercise every right and power of, such Guarantor under this Indenture with the same effect as if such successor Person had been named as a Guarantor herein, and thereafter, except in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor Person shall not be released from relieved of all obligations and covenants under this Indenture and the payment of principal and interest on the Securities or its Guarantee, as the case may beSecurities.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, in the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be. When a successor (other than a successor that is an Affiliate of the Company) assumes all the obligations of its predecessor under this Indenture, and the Company Securities or such Guarantora Guarantee, as the case may be, the predecessor shall be discharged released from all those obligations and covenants under this Indenture hereof and the Securities or its Guarantee, as the case may beSecurities; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities or its a Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor (except, in the case of a Guarantor, if any, pursuant to a transaction set forth in the last paragraph of Section 5.01(b)) in accordance with Section 8015.01, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities Notes and/or the related GuaranteeGuarantees, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities Notes and/or in the Guarantees, as the case may be. When a successor assumes all the obligations of its predecessor under this Indenture, the Notes or a Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may bethose obligations; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities Notes or its a Guarantee, as the case may be.

Successor Substituted. Upon Subject to Section 1208 hereof (with respect to any Subsidiary Guarantor only), upon any consolidation or merger, or liquidation or dissolution, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, Subsidiary Guarantor in accordance with Section 801Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Company or such Subsidiary Guarantor, as the case may be, is merged merged, liquidated or dissolved into or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Guarantor, as the case may be, under this Indenture, Indenture or the Securities and/or the related GuaranteeNotes Guarantees, as the case may be, and the Security Documents, with the same effect as if such successor Person had been named as the Company or such Subsidiary Guarantor, as the case may be, herein, in under this Indenture or the Securities and/or in the GuaranteeNotes Guarantees, as the case may be, and the Security Documents; provided that the predecessor Company or any Subsidiary Guarantor shall not be relieved from the obligation to pay the principal of and interest, if any, on the Notes except in the case of a consolidation, merger, liquidation, dissolution, sale, assignment, transfer, conveyance or other disposition of all of the assets of the Company or such Subsidiary Guarantor, as the case may be, shall be discharged from all obligations that meets the requirements of Sections 801 and covenants under this Indenture and the Securities or its Guarantee802 hereof, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may beapplicable.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, assignment conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, of the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Subsidiary Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Subsidiary Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Subsidiary Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income consolidated net income (Lossloss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Subsidiary Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, assignment conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, of the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Subsidiary Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Subsidiary Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Subsidiary Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income consolidated net income (Lossloss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Subsidiary Guarantee, as the case may be.. ARTICLE NINE

Successor Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company Issuer, Co-Issuer or any Guarantor, if any, Guarantor in accordance with Section 801Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Company Issuer, Co-Issuer or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company Issuer, Co-Issuer or such Guarantor, as the case may be, under this Indenture, Indenture or the Securities and/or the related GuaranteeGuarantees, as the case may be, with the same effect as if such successor Person had been named as the Company Issuer, Co-Issuer or such Guarantor, as the case may be, hereinherein or the Guarantees, in as the Securities and/or in case may be. When a successor Person assumes all obligations of its predecessor hereunder, the GuaranteeNotes or the Guarantees, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may beobligations; provided that in the case event of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Securities Notes or its Guaranteethe Guarantees, as the case may be.. ARTICLE NINE SUPPLEMENTAL INDENTURES

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into in which the Company or such Guarantor, as the case may be, is merged not the Surviving Entity or the successor Person to which such saleSurviving Guarantor Entity, assignmentas the case may be, conveyancethen (i) the Surviving Entity or the Surviving Guarantor Entity, transferas the case may be, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, in the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor Surviving Entity or Surviving Guarantor Entity had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and (ii) when such successor assumes all the Company obligations of its predecessor under and in accordance with this Indenture, the Securities or such Guarantora Guarantee, as the case may be, the predecessor shall be discharged released from all those obligations and covenants under this Indenture hereof and the Securities or its Guaranteethe Guarantees, as the case may be; , provided that in the case of a transfer by lease by the Company or a sale any Guarantor of all or substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated its assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its a Guarantee, as the case may be; provided further that, solely for purposes of computing cumulative Consolidated Net Income for purposes of clause (b) of Section 1009(a), the cumulative Consolidated Net Income of any persons other than the Company and the Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. For all purposes of this Indenture and the Securities (including the provision of this Section 802 and Sections 1008, 1009 and 1010), Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to Section 1017, and all Indebtedness, and all Liens on property or assets, of the Company and the Restricted Subsidiaries immediately prior to such transaction or series of transactions will be deemed to have been incurred upon such transaction or series of transactions.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company any Issuer or any Guarantor, if any, in accordance with Section 8015.01, the successor Person formed by such consolidation or into which the Company such Issuer or such Guarantor, as the case may be, is merged merged, or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company such Issuer or such Guarantor, as the case may be, under this Indenture, the Securities Notes and/or the related Note Guarantee, as the case may be, and the Registration Rights Agreement, with the same effect as if such successor had been named as the Company such Issuer or such Guarantor, as the case may be, herein, in the Securities Notes and/or in the Note Guarantee, as the case may be, and the Company Registration Rights Agreement, and the applicable Issuer or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities Notes or its Note Guarantee, as the case may be, and the Registration Rights Agreement; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities Notes or its Note Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease transfer or disposition of all or substantially all of the properties and assets of the Company any Obligor or any Guarantor, if any, Obligor Subsidiary in accordance with Section 801801 hereof, the successor Person formed by such consolidation or into which the Company such Obligor or such Guarantor, as the case may be, Obligor Subsidiary is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, PCI, the Company or such a Guarantor, as the case may be, under this Indenture, the Securities Securities, its Guaranty, and/or the related Guaranteeother Indenture Documents, as the case may be, with the same effect as if such successor had been named as PCI, the Company or such a Guarantor, as the case may be, herein, in the Securities Securities, the Guaranty, and such other Indenture Documents, as the case may be. When a successor assumes all the obligations of its predecessor under this Indenture, the Securities, a Guaranty, and/or in the Guaranteeother Indenture Documents, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may bethose obligations; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and of, premium, if any, or interest on the Securities or its Guaranteeany other Indenture Obligations relating to, this Indenture, the Securities, each Guaranty, or the other Indenture Documents, as the case may be.. Notwithstanding anything in the foregoing, any consolidation or merger, or any sale, assignment, conveyance, transfer or disposition of properties or assets under this Article Eight shall be subject to the provisions of Section 1014 hereof. ARTICLE NINE

Successor Substituted. Upon Subject to the provisions set forth in this Indenture, upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets assets, of the Company or any Guarantor, if any, Subsidiary Guarantor in accordance with Section 801Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Company or such Subsidiary Guarantor, as the case may be, is merged merged, or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Guarantor, as the case may be, under this Indenture, Indenture or the Securities and/or the related GuaranteeSubsidiary Guarantees, as the case may be, with the same effect as if such successor Person had been named as the Company or such Subsidiary Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and or the Securities or its GuaranteeSubsidiary Guarantees, as the case may be; provided that the predecessor Company or any Subsidiary Guarantor shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a transfer by sale, assignment, transfer, conveyance or other disposition of all of the assets of the Company or such Subsidiary Guarantor, as the case may be, that meets the requirements of Sections 801 and 802 hereof, as applicable; provided further that in the case of a lease of all or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Subsidiary Guarantor, as the case may be, the predecessor Company or any Subsidiary Guarantor shall not be released from the payment obligation to pay the principal of principal and interest and Additional Interest, if any, on the Securities or its Guarantee, as the case may beNotes.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assetsassets , revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged (other than in a transaction that results in the transfer of assets constituting or accounting for less than 95% of the Consolidated assets (as of the last balance sheet date available to the Company) of the Company or the Consolidated revenue of the Company (as of the last 12-month period for which financial statements are available)) from all obligations and covenants under this the Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company Issuer or any Guarantorthe Company, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company Issuer or such Guarantorthe Company, as the case may be, is merged or the successor Person or Persons to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Issuer or such Guarantorthe Company, as the case may be, under this Indenture, Indenture in the Securities and/or the related GuaranteeCompany Guarantees, as the case may be, with the same effect as if such successor had been named as the Company Issuer or such Guarantorthe Company, as the case may be, herein, in the Securities and/or in the GuaranteeCompany Guarantees, as the case may be, and . When a successor (other than a successor that is a direct or indirect Subsidiary of the Company or such Guarantor, as Company) assumes all the case may be, shall be discharged from all obligations and covenants of its predecessor under this Indenture and Indenture, the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such GuarantorGuarantees, as the case may be, the predecessor shall not be released from those obligations and covenants hereof and the payment Securities. In addition, if the acquiring or successor Person to or of principal the Issuer is not a direct or indirect Subsidiary of the Company, the obligations of the Company under the Company Guarantees and interest on this Indenture shall terminate and be of no further force and effect and all references to the Securities or its Guarantee, as the case may beCompany shall be deleted.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or Company, Finance Corp. and any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company Company, Finance Corp. or such Guarantor, as the case may be, is merged or merged, the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Company, Finance Corp. or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company Company, Finance Corp. or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company Company, Finance Corp. or such Guarantor, as the case may be, shall be discharged (other than in a transaction that results in the transfer of assets constituting or accounting for less than 95% of the Consolidated assets (as of the last balance sheet date available to the Company) of the Company or the Consolidated revenue of the Company (as of the last 12-month period for which financial statements are available)) from all obligations and covenants under this the Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.. -103- 117 ARTICLE NINE

Successor Substituted. Upon compliance with the requirements of Section 5.01 with respect to any consolidation or merger, merger or any sale, assignment, transfer, conveyance, transfer, lease or other disposition of all or substantially all of the properties and or assets of an Issuer, the Company Parent or any Guarantor, if any, a Subsidiary Guarantor in accordance with Section 8015.01 in which such Issuer, the successor Parent or such Subsidiary Guarantor, as the case may be, is not the surviving entity, the surviving Person formed by such consolidation or into or with which such Issuer, the Company Parent or such Subsidiary Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, transfer, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer, the Company Parent or such Subsidiary Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, Indenture with the same effect as if such successor surviving Person had been named as such Issuer, the Company Parent or such Subsidiary Guarantor, as the case may be, hereinin this Indenture, and thereafter (except in the Securities and/or in case of a lease of all or substantially all of such Issuer’s, the GuaranteeParent’s or such Subsidiary Guarantor’s properties or assets, as the case may be), and such Issuer, the Company Parent or such Subsidiary Guarantor, as the case may be, shall will be discharged released from all of its obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may beIndenture, the predecessor shall not be released from the payment of principal Notes and interest on the Securities or its Note Guarantee, as the case may be.

Successor Substituted. Upon any consolidation of the Company, United or mergerany other Guarantor with, or merger of the Company, United or any other Guarantor with or into, any other corporation or any sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company (or any Guarantor), if any, substantially as an entirety to any Person in accordance with Section 801801(a) or Section 801(b), the successor Person formed by such consolidation or into which the Company Company, United or such Guarantor, as the case may be, any other Guarantor is merged or the successor Person to which such sale, assignment, conveyance, transfer, transfer or lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Company, United or such other Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, Indenture with the same effect as if such successor Person had been named as the Company, United or other Guarantor, as the case may be herein, and in the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the "Company" in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801(a)), United or other Guarantor, as the case may be, herein, except in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may beof a lease, shall be discharged from of all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case and may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal dissolved and interest on the Securities or its Guarantee, as the case may be.liquidated. ARTICLE NINE

Successor Substituted. Upon Subject to the provisions set forth in this Indenture, upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, Subsidiary Guarantor in accordance with Section 801Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Company or such Subsidiary Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Guarantor, as the case may be, under this Indenture, Indenture or the Securities and/or the related GuaranteeSubsidiary Guarantees, as the case may be, with the same effect as if such successor Person had been named as the Company or such Subsidiary Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and or the Securities or its GuaranteeSubsidiary Guarantees, as the case may be; provided that the predecessor Company or any Subsidiary Guarantor shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a transfer by sale, assignment, transfer, conveyance or other disposition of all of the assets of the Company or such Subsidiary Guarantor, as the case may be, that meets the requirements of Sections 801 and 802 hereof, as applicable; provided further that in the case of a lease of all or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Subsidiary Guarantor, as the case may be, the predecessor Company or any Subsidiary Guarantor shall not be released from the payment obligation to pay the principal of principal and interest and Additional Interest, if any, on the Securities or its Guarantee, as the case may beNotes. SECTION 805. Reserved. .

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor (except, in the case of a Guarantor, if any, pursuant to a transaction set forth in the last paragraph of Section 6.1 (b)) in accordance with Section 8016.1, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Supplemental Inden- ture, the Indenture, the Securities Notes and/or the related GuaranteeGuarantees, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities Notes and/or in the Guarantees, as the case may be. When a successor assumes all the obligations of its predecessor under the Indenture and this Supplemental Indenture, the Notes or a Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may bethose obligations; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities Notes or its a Guarantee, as the case may be.

Successor Substituted. Upon compliance with the requirements of Section 8.1 with respect to any consolidation or merger, merger or any sale, assignment, transfer, conveyance, transfer, lease or other disposition of all or substantially all of the properties and or assets of an Issuer, the Company Parent or any Guarantor, if any, a Subsidiary Guarantor in accordance with Section 8018.1 in which such Issuer, the successor Parent or such Subsidiary Guarantor, as the case may be, is not the surviving entity, the surviving Person formed by such consolidation or into or with which such Issuer, the Company Parent or such Subsidiary Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, transfer, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer, the Company Parent or such Subsidiary Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, Indenture with the same effect as if such successor surviving Person had been named as such Issuer, the Company Parent or such Subsidiary Guarantor, as the case may be, hereinin this Indenture, and thereafter (except in the case of a lease of all or substantially all of such Issuer’s, the Parent’s or such Subsidiary Guarantor’s properties or assets, as the case may be), such Issuer, the Parent or such Subsidiary Guarantor, as the case may be, will be released from all of its obligations and covenants under this Indenture, the Securities and/or in of any series and the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged merged, or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, and the Registration Rights Agreement, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Registration Rights Agreement, and the Company or such Guarantor, as the case may be, shall would be discharged (other than in a transaction that results in the transfer of assets constituting or accounting for less than 95% of the Consolidated assets (as of the last balance sheet date available to the Company) of the Company or the Consolidated revenue of the Company (as of the last 12-month period for which financial statements are available)) from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be, and the Registration Rights Agreement; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, if any, as the case may be.

Successor Substituted. Upon any consolidation consolidation, combination or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, Guarantor in accordance with Section 8018.01 hereof, the successor Person person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person person to which such sale, assignment, conveyance, transfer, lease or other disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related GuaranteeGuarantee of any such Guarantor, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the GuaranteeGuarantees, as the case may be, provided that, solely for purposes of computing Cumulative Adjusted Available Cash Flow for purposes of clause (a)(iii) of Section 10.13 hereof, the Cumulative Adjusted Available Cash Flow of any persons other than the Company and the Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets; and thereafter, except in the case of (a) a lease or (b) any sale, assignment, conveyance, transfer, lease or other disposition to a Subsidiary of the Company or such Guarantor, the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as and/or the case may be; provided that in the case Guarantee of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company Issuer or any Guarantor, if any, Guarantor in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, Indenture or in the Securities and/or the related GuaranteeGuarantees, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company Issuer or such any Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture hereof and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal of premium, if any, any Additional Amounts and interest on the Securities or its a Guarantee, as the case may be.. ARTICLE NINE

Successor Substituted. (a) Upon any consolidation or mergerof the Company with, or merger of the Company into, any sale, assignmentother Person or any transfer, conveyance, transfersale, lease or other disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, transfer or lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, Indenture with the same effect as if such successor Person had been named as the Company or such Guarantorherein, as and thereafter, except in the case may beNY12534: 53599.4 of a lease, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, predecessor Person shall be discharged from relieved of all obligations and covenants under this Indenture and the Securities Securities. (b) Upon any consolidation of a Subsidiary Guarantor with, or its Guaranteemerger of such Subsidiary Guarantor into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and assets of such Subsidiary Guarantor in accordance with Section 801, the Successor Subsidiary Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture with the same effect as the case may be; provided that if such successor Person had been named as a Subsidiary Guarantor herein, and thereafter, except in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor Person shall not be released from the payment relieved of principal all obligations and interest on the Securities or covenants under this Indenture and its Subsidiary Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 8016.01, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company any Issuer or any Guarantor, if any, in accordance with Section 8015.01, the successor Person formed by such consolidation or into which the Company such Issuer or such Guarantor, as the case may be, is merged merged, or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company such Issuer or such Guarantor, as the case may be, under this Indenture, the Securities Notes and/or the related Guarantee, as the case may be, and the Registration Rights Agreement, with the same effect as if such successor had been named as the Company such Issuer or such Guarantor, as the case may be, herein, in the Securities Notes and/or in the Guarantee, as the case may be, and the Company Registration Rights Agreement, and the applicable Issuer or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities Notes or its Guarantee, as the case may be, and the Registration Rights Agreement; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities Notes or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801701, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged (other than in a transaction that results in the transfer of assets constituting or accounting for less than 95% of the Consolidated assets (as of the last balance sheet date available to the Company) of the Company or the Consolidated revenue of the Company (as of the last 12-month period for which financial statements are available)) from all obligations and covenants under this the Indenture and the Securities or its Guarantee, as the case may be; provided PROVIDED that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.. ARTICLE NINE SUPPLEMENTAL INDENTURES

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition of all or substantially all of the properties and or assets of an Issuer in a transaction that is subject to, and that complies with the Company or any Guarantorprovisions of, if any, in accordance with Section 8015.01 hereof, the successor Person formed by such consolidation or into or with which the Company or such Guarantor, as the case may be, Issuer is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or “Co-Issuer” or “Issuers,” as the case may be, shall refer instead to the successor Person and not to the Company, the Co-Issuer or the Issuers, as the case may be), and may exercise every right and power of, of the Company Company. the Co-Issuer or such Guarantorthe Issuers, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, Indenture with the same effect as if such successor Person had been named as the Company Company, the Co-Issuer or such Guarantorthe Issuers, as the case may be, herein; provided, in however, that the Securities and/or in predecessor shall not be relieved from the Guaranteeobligation to pay the principal of, as the case may bepremium on, if any, and interest, if any, on, the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be; provided that notes except in the case of a transfer by lease or a sale of substantially all of such Issuer’s assets in a transaction that is subject to, and that complies with the assets of the Company or a Guarantor that results in the saleprovisions of, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may be, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may beSection 5.01 hereof.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, Subsidiary Debenture Guarantor in accordance with Section 801Sections 801 and 802, the successor Person formed by such consolidation or into which the Company or such Subsidiary Debenture Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Debenture Guarantor, as the case may be, under this Indenture, the Securities Exchange Indenture and/or the related GuaranteeDebenture Guarantees, as the case may be, with the same effect as if such successor had been named as the Company or such Subsidiary Debenture Guarantor, as the case may be, hereinherein and/or the Debenture Guarantees, in as the Securities and/or in case may be. When a Successor assumes all the obligations of its predecessor hereunder, the Exchange Debentures or a Debenture Guarantee, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may beobligations; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Securities Exchange Debentures or its a Debenture Guarantee, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company Parent, an Issuer or any Guarantor, if any, Subsidiary Guarantor in accordance with Section 801Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Company Parent, an Issuer or such Subsidiary Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company Parent, such Issuer or such Subsidiary Guarantor, as the case may be, under this Indenture, Indenture or the Securities and/or the related GuaranteeGuarantees, as the case may be, with the same effect as if such successor Person had been named as the Company Parent, such Issuer or such Subsidiary Guarantor, as the case may be, hereinherein or the Guarantees, in as the Securities and/or in case may be. When a successor Person assumes all obligations of its predecessor hereunder, the GuaranteeNotes or the Guarantees, as the case may be, and the Company or such Guarantor, as the case may be, predecessor shall be discharged released from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may beobligations; provided that in the case event of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Securities Notes or its Guaranteethe Guarantees, as the case may be.

Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company or any Guarantor, if any, in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged merged, or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture, the Securities and/or the related Guarantee, as the case may be, and the Registration Rights Agreement, with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein, in the Securities and/or in the Guarantee, as the case may be, and the Registration Rights Agreement, and the Company or and such Guarantor, as the case may be, shall would be discharged from all obligations and covenants under this Indenture and the Securities or its Guarantee, as the case may be, and the Registration Rights Agreement; provided that in the case of a transfer by lease or a sale of substantially all of the assets of the Company or a Guarantor that results in the sale, assignment, conveyance, transfer or other disposition of assets constituting or accounting for less than 95% of the consolidated assets, revenues or Consolidated Net Income (Loss) of the Company or such Guarantor, as the case may belease, the predecessor shall not be released from the payment of principal and interest on the Securities or its Guarantee, as the case may be.. ARTICLE NINE SUPPLEMENTAL INDENTURES