Common use of Successor to Be Substituted Clause in Contracts

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, and accrued interest on, all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Alliant Techsystems Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, consolidation or merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, and accrued interest on, all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Tower Semiconductor Ltd. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company Issuer and delivered to the TrusteeTrustees; and, upon the order of such successor Person instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “CompanyIssuer” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, consolidation or merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, amalgamation, merger, statutory share exchange, sale, conveyancelease, transfer transfer, conveyance or lease other disposition in which the Company is not the continuing corporation and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Notes, and upon the execution of the guarantee, if any, required by ‎Section 5.01(c), and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, such successor Person shall succeed to to, and be substituted for for, the Company, and may exercise every right and power of the Company with the same effect as if it had been named herein as the party of this first part, and the Company shall be discharged from its obligations under the Notes and this Indenture. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Central European Media Enterprises Ltd. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, amalgamation, merger, statutory share exchange, sale, conveyancelease, transfer transfer, conveyance or leaseother disposition, upon compliance with this ‎Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 ‎Article 5 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease (with respect to the Company) or any such consolidation or merger (with respect to a Guarantor) and upon the assumption by the successor PersonSuccessor Company or a Successor Guarantor, as applicable, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest onon all of the Notes, all the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the CompanyCompany or such Guarantor, as applicable, such successor Person Successor Company (if not the Company) or Successor Guarantor (if not such Guarantor), as applicable, shall succeed to and, except, with respect to the Company, in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyCompany or such Guarantor, as applicable, with the same effect as if it had been named herein as the party of this the first part. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company any or all of the Notes issuable hereunder that which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers Officers of the Company to the Trustee for authentication, and any Notes that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyanceconveyance or transfer (but not in the case of a lease) with respect to the Company, transfer or lease, upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11) may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidationexcept in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In the event of any such consolidation or merger with respect to a Guarantor, upon compliance with this Article 11 such Person named as a “Guarantor” on the signature page to this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as a guarantor with respect to the Notes and from its obligations under this Indenture, the Notes and the relevant Guarantee. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the continuing corporation and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of, and accrued interest on, on all of the Notes Securities, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a party hereto, and the party Company shall be discharged from its obligations (except in the case of any such lease) under the Securities and this first partIndenture. Such successor Person thereupon may cause to be signed, and may issue the Securities either in its own name or in the name of IMH Financial Corporation any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon Company. Upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Securities that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyanceconveyance or transfer, transfer or lease, upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 5 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes Debentures pursuant to their terms and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the CompanyCompany pursuant to the terms set forth herein, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation CommScope, Inc. any or all of the Notes Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Debentures that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 14 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. (a) In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, and accrued interest on, all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the CompanyCompany Sale, such successor Person Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first partCompany. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation The Goodyear Tire & Rubber Company or in the name of any corporation which previously shall have become the Company in accordance with the provisions of this Article any or all of the Notes issuable hereunder that under the Indenture, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that which such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose; and, thereafter the predecessor Person shall be relieved of all obligations and covenants under the Indenture and the Notes. All of the Notes Securities of a particular series so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Notes of such series theretofore or thereafter issued in accordance with the terms of this the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this First Supplemental Indenture. . (b) In case of any such consolidationGuarantor Sale, other than a Guarantor Sale pursuant to which the relevant Subsidiary Guarantor (i) is disposed of in its entirety to another Person (other than to the Company or an affiliate of the Company), whether through a merger, saleconsolidation or sale of Capital Stock or assets or (ii) as a result of the disposition of all or a portion of its Capital Stock, conveyance, transfer or leaseceases to be a subsidiary, such changes in phraseology Successor Guarantor shall succeed to and form (but not in substance) may be made in substituted for the Notes thereafter to relevant Subsidiary Guarantor, with the same effect as if it had been named herein as a Subsidiary Guarantor and, thereafter, the predecessor Person shall be issued as may be appropriaterelieved of all obligations and covenants under this Indenture and the Notes.

Successor to Be Substituted. (a) In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company or the Issuer, as the case may be, is not the surviving Person 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 due and punctual payment of the principal of, Principal Amount of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed or satisfied by the CompanyCompany or the Issuer, as the case may be, and by supplemental agreement, executed and delivered to the Trustee, of all of the obligations of the Company or the Issuer, as the case may be, under the Registration Rights Agreement, such successor Person shall succeed to and be substituted for the CompanyCompany or the Issuer, as the case may be, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation CSK Auto, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” or “Issuer”, as the case may be, in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. (b) In case of any such consolidation, merger, sale, conveyance, transfer or lease in which a Subsidiary Guarantor is not the surviving Person 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 due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by such Subsidiary Guarantor and by supplemental agreement, executed and delivered to the Trustee, of all of the obligations of such Subsidiary Guarantor under the Registration Rights Agreement to the extent a party thereto, such successor Person shall succeed to and be substituted for such Subsidiary Guarantor, with the same effect as if it had been named herein as a Subsidiary Guarantor as of the date of this Indenture. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of such Subsidiary Guarantor the Subsidiary Guarantee of such Subsidiary Guarantor, issuable hereunder that theretofore shall not have been signed by such Subsidiary Guarantor and delivered to the Trustee. All the Subsidiary Guarantees of the Subsidiary Guarantors so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantee of the Subsidiary Guarantors theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), the applicable Person named as a “Subsidiary Guarantor” in this Indenture or any supplemental indenture hereto or any successor that shall thereafter have become such in the manner prescribed in this Article 11 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of its Subsidiary Guarantee and from its obligations under this Indenture and its Subsidiary Guarantee. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, Interest on all of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation The Xxxxxxxx Companies, Inc. any or all of the Notes Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Debentures that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” "COMPANY" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 13 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, and accrued interest on, of all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial ON Semiconductor Corporation any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first partCompany. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Xxxxxx Corporation any or all of the Notes Securities, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Securities that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” "COMPANY" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 10 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Securities thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, premium, if any, and accrued interest on, Interest on all of the Notes Debentures pursuant to their terms and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the CompanyCompany pursuant to the terms set forth herein, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation GenCorp Inc. any or all of the Notes Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Debentures that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 14 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease 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 due and punctual payment of the principal of, and accrued interest on, all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company any or all of the Notes Securities, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Securities that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the Person named as the “"Company” ", in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 5 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Securities thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease (with respect to the Company) or any such consolidation or merger (with respect to the Guarantor) and upon the assumption by the successor PersonSuccessor Company or Successor Guarantor, as applicable, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest onon all of the Notes, all the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the CompanyCompany or the Guarantor, as applicable, such successor Person Successor Company (if not the Company) or Successor Guarantor (if not the Guarantor), as applicable, shall succeed to and, except, with respect to the Company, in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyCompany or the Guarantor, as applicable, with the same effect as if it had been named herein as the party of this the first part. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company any or all of the Notes Securities issuable hereunder that which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Securities that previously shall have been signed and delivered by the officers Officers of the Company to the Trustee for authentication, and any Notes Securities that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so Table of Contents issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyanceconveyance or transfer (but not in the case of a lease) with respect to the Company, transfer or leaseupon compliance with this Article 10, the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 12 10) may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidationexcept in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes Securities and from its obligations under this Indenture and the Securities. In the event of any such consolidation or merger with respect to the Guarantor, upon compliance with this Article 10, the Guarantor (or any successor that shall thereafter have become such in the manner prescribed in this Article 10) may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as a guarantor with respect to the Securities and from its obligations under this Indenture, the Securities and the Guarantee. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Securities thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the surviving corporation and upon the assumption by the successor PersonSuccessor Company, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Notes, and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture to be performed or satisfied by the Company, such successor Person Successor Company shall succeed to to, and be substituted for for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of this first part, and Standard Pacific Corp. shall be discharged from its obligations under the Notes and the Indenture. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Standard Pacific Corp. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this the Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 5 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes and from its obligations under this the Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation AtheroGenics, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with the provisions of this Article 13, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 13 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Headwaters Incorporated any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; , and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, authentication and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, as described in Section 11.01, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Xxxxxx Interactive Entertainment Limited any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” "COMPANY" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Dynegy Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of Upon any such consolidation, consolidation or merger, or any sale, conveyanceassignment, transfer transfer, conveyance or lease other disposition of all or substantially all the assets of the Company and its Restricted Subsidiaries in a transaction that complies with Section 14.01 hereof, 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 due obligations of Company or of any Restricted Subsidiary, as the case may be, under the Debentures and punctual payment of the principal of, and accrued interest on, all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the CompanyIndenture, such successor Person shall succeed to and be substituted for the CompanyCompany or such Restricted Subsidiary, with the same effect as if it had been named herein as the party of this first part, and the Company or such Restricted Subsidiary, as the case may be, shall be relieved of all further obligations under the Debentures and this Indenture. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company or the Restricted Subsidiary, as the case may be, any or all of the Notes Debentures or Subsidiary Guarantees, as the case may be, issuable hereunder that theretofore shall not have been signed by the Company or such Restricted Subsidiary and delivered to the Trustee; and, upon the order of such successor Person instead of the Company or such Restricted Subsidiary and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures and Subsidiary Guarantees that previously shall have been signed and delivered by the officers of the Company or such Restricted Subsidiary to the Trustee for authentication, and any Notes Debentures and Subsidiary Guarantees that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures and Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures and Subsidiary Guarantees theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures and Subsidiary Guarantees had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer conveyance or leasetransfer, the Person named as the “Company” "COMPANY" in the first paragraph of this Indenture Indenture, or as Subsidiary Guarantor on the signature page hereto, as the case may be, or any successor that shall thereafter have become such in the manner prescribed in this Article 12 14 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker or Subsidiary Guarantor, as the case may be, of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, consolidation or merger, or any sale, conveyanceassignment, transfer transfer, conveyance or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures and Subsidiary Guarantees thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Wild Oats Markets, Inc. any or all of the Notes Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Debentures that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. (a) In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, as described in Section 11.01(a) such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Millennium Chemicals Inc. any or all of the Notes Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Debentures that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. (b) In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Guarantor and all obligations of the Guarantor under the Debenture Guarantee and the Debentures as described in Section 11.01(b), such successor Person shall succeed to and be substituted for the Guarantor, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of Millennium America Inc. any or all of the Debenture Guarantees, issuable hereunder that theretofore shall not have been signed by the Guarantor and delivered to the Trustee. All the Debenture Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debenture Guarantees theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debenture Guarantees had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the "Guarantor" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 11 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Debenture Guarantees and from its obligations under this Indenture and the Debentures. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Headwaters Incorporated any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; , and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, authentication and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, amalgamation, merger, sale, conveyancelease, transfer transfer, conveyance or lease other disposition in which the Company is not the continuing corporation and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and the Securities Administrator and reasonably satisfactory in form and substance to the TrusteeTrustee and the Securities Administrator, of the due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Notes, and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture to be performed or satisfied by the Company, such successor Person shall succeed to to, and be substituted for for, the Company, and may exercise every right and power of the Company with the same effect as if it had been named herein as the party of this first part, and the Company shall be discharged from its obligations under the Notes and the Indenture. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company, any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the TrusteeTrustee and the Securities Administrator; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee or the Authenticating Agent for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, transfer, conveyance or other disposition, upon compliance with this Article 6 the Person named as the “Company” in the first paragraph of this the Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 6 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes and from its obligations under this the Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer sale or lease conveyance and upon the assumption by the successor Personentity, by supplemental indenture, executed and delivered to in the Trustee and satisfactory in form to the Trusteemanner hereinabove provided, of the due and punctual payment of the principal ofor premium, if any, and accrued interest on, on all of the Notes Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor Person entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this the first part. Such successor Person entity thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Southwest Airlines Co., any or all of the Notes Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person entity (instead of the Company Company) and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, deliver any Notes Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for of authentication, and any Notes Securities that such successor Person entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer sale or leaseconveyance and upon any such assumption, the Person named as the “Company” in the first paragraph of this Indenture Company or any successor entity that shall thereafter theretofore have become such in the manner prescribed described in this Article 12 Ten shall be discharged from all obligations and covenants under this Indenture and the Securities so assumed and may be liquidated and dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer sale or lease, conveyance such changes in phraseology and form (but not in substance) may be made in the Notes Securities thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, amalgamation, merger, statutory share exchange, sale, conveyancelease, transfer transfer, conveyance or lease other disposition in which the Company is not the continuing corporation and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Notes, and upon the execution of the guarantee, if any, required by Section 5.01(c), and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, such successor Person shall succeed to to, and be substituted for for, the Company, and may exercise every right and power of the Company with the same effect as if it had been named herein as the party of this first part, and the Company shall be discharged from its obligations under the Notes and this Indenture. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Central European Media Enterprises Ltd. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, amalgamation, merger, statutory share exchange, sale, conveyancelease, transfer transfer, conveyance or leaseother disposition, upon compliance with this Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 5 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, merger or combination in which the Company is not the surviving Person or in connection with any sale, conveyance, transfer conveyance or lease pursuant to the terms of which these Notes are to be assumed by a successor Person 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Standard Management Corporation any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease (with respect to the Company) or any such consolidation or merger (with respect to the Guarantor) and upon the assumption by the successor PersonSuccessor Company or Successor Guarantor, as applicable, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued and unpaid interest onon all of the Notes, all the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the CompanyCompany or the Guarantor, as applicable, such successor Person Successor Company (if not the Company) or Successor Guarantor (if not the Guarantor), as applicable, shall succeed to and, except, with respect to the Company, in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyCompany or the Guarantor, as applicable, with the same effect as if it had been named herein as the party of this the first part. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company any or all of the Notes Securities issuable hereunder that which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Securities that previously shall have been signed and delivered by the officers Officers of the Company to the Trustee for authentication, and any Notes Securities that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyanceconveyance or transfer (but not in the case of a lease) with respect to the Company, transfer or leaseupon compliance with this Article 10, the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 12 10) may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidationexcept in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes Securities and from its obligations under this Indenture and the Securities. In the event of any such consolidation or merger with respect to the Guarantor, upon compliance with this Article 10, the Guarantor (or any successor that shall thereafter have become such in the manner prescribed in this Article 10) may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as a guarantor with respect to the Securities and from its obligations under this Indenture, the Securities and the Guarantee. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Securities thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the surviving person and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Advanced Medical Optics, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with this Article 13 the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 13 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyancelease, transfer transfer, conveyance or lease other disposition in which the Company is not the continuing corporation and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, such successor Person shall succeed to to, and be substituted for for, the Company, and may exercise all of the Company’s rights and powers under the Notes and Indenture with the same effect as if it had been named herein as the party of this first part, and the Company shall be discharged from its obligations under the Notes and this Indenture. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Evergreen Solar, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, transfer, conveyance or other disposition, upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 5 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, Accreted Principal Amount of and accrued interest on, Interest on all of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Kellwood Company any or all of the Notes Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Debentures that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” "COMPANY" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Triarc Companies, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of Upon any such consolidation, consolidation or merger, or any sale, conveyancelease, transfer assignment, transfer, conveyance or lease and other disposition of all or substantially all the assets of the Company in a transaction that complies with Section 14.01 hereof, 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 due and punctual payment obligations of the principal of, and accrued interest on, all of Company under the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the CompanyIndenture, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part, and the Company shall (except in the case of a lease of all or substantially all of the Company's assets) be relieved of all further obligations under the Notes and this Indenture. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company, any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, assignment, conveyance, transfer or leaseother disposition, the Person named as the “"Company” " in the first paragraph of this Indenture or Indenture, any successor that shall thereafter have become such in the manner prescribed in this Article 12 14 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, consolidation or merger, or any sale, conveyanceassignment, transfer transfer, conveyance or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Xxxxxx Xxxxxxxxxx Technologies, Inc. any or all of the Notes Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Debentures that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 13 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation The Dress Barn, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first partCompany. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation The Town and Country Trust any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” "COMPANY" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture in all respects. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Celgene Corporation any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with the provisions of this Article 13, the Person named as the “Company” "COMPANY" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 13 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, saletransfer, conveyance, transfer sale, lease or lease other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of all the obligations of the Company under the Debentures and this Indenture, including the due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Allied Waste Industries, Inc. any or all of the Notes Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Debentures that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, saletransfer, conveyance, transfer sale, lease or leaseother disposition, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor covenants and maker of the Notes and from its obligations under this IndentureIndenture and the Debentures. In case of any such consolidation, merger, saletransfer, conveyance, transfer sale, lease or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the surviving corporation and upon the assumption by the successor PersonSuccessor Company, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, such successor Person Successor Company shall succeed to to, and be substituted for for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of this first part, and Xxxxxxx Entertainment Company shall be discharged from its obligations under the Notes and this Indenture. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Xxxxxxx Entertainment Company any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 5 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the continuing corporation and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of, and accrued interest on, on all of the Notes Securities, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a party hereto, and the party Company shall be discharged from its obligations (except in the case of any such lease) under the Securities and this first partIndenture. Such successor Person thereupon may cause to be signed, and may issue the Securities either in its own name or in the name of IMH Financial Corporation any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon Company. Upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Securities that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.execution

Successor to Be Substituted. In case of any such consolidation, merger, conveyance, transfer, sale, conveyance, transfer lease or lease other disposition and upon the assumption by the successor PersonSuccessor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes Notes, and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person Successor Company shall succeed to and be substituted for for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Quicksilver Resources Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, conveyance, transfer, sale, conveyance, transfer lease or leaseother disposition, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, such Person 11 shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this IndentureIndenture and may be dissolved, wound up and liquidated at any time thereafter; provided that the predecessor Company in the case of a conveyance, transfer, sale, lease or other disposition of all or substantially all its properties or assets shall not be released from the obligation to pay the principal of and Interest on the Notes until such time as such obligation is assumed by such Successor Company. In case of any such consolidation, merger, conveyance, transfer, sale, conveyance, transfer lease or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the surviving corporation and upon the assumption by the successor PersonSuccessor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal ofof and interest (including Additional Interest, and accrued interest on, if any) on all of the Notes Notes, and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture to be performed or satisfied by the Company, except in the case of a lease of all or substantially all of the Company’s properties and assets, such successor Person Successor Company shall succeed to to, and be substituted for for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of this first part, and the Company shall be discharged from its obligations under the Notes and the Indenture. Such successor Person Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers Officers of the Company to the Trustee for authentication, and any Notes that such successor Person Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyanceconveyance or transfer, transfer or lease, upon compliance with this Article 12 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, The provisions in this Article 12 shall not apply to the sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in lease of assets among the Notes thereafter to be issued as may be appropriateSubsidiaries of the Company.

Successor to Be Substituted. In case of Upon any such consolidation, merger, sale, conveyance, transfer transfer, lease or lease other disposal in which the Company is not the continuing corporation and upon the assumption by the successor Successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Notes, and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture to be performed or satisfied by the Company, such successor Successor Person shall succeed to to, and be substituted for for, the Company, and may exercise every right and power of the Company with the same effect as if it had been named herein as the party of this first part, and if the predecessor Company is still in existence after the transaction, the predecessor Company shall be released from its obligations and covenants under the Notes and the Indenture, except in the case of a lease of all or substantially all of the Company’s properties and assets. Such successor Successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company, any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Successor Person instead of the Company and subject to all the terms, conditions and limitations in this the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or leasetransaction, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, amalgamation, merger, sale, conveyancelease, transfer transfer, conveyance or lease other disposition in which the Company is not the continuing corporation and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, and, to the extent then operative, by supplemental agreement, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of all of the obligations of the Company under each Registration Rights Agreement, such successor Person shall succeed to to, and be substituted for for, the Company, and may exercise every right and power of the Company with the same effect as if it had been named herein as the party of this first part, and the Company shall be discharged from its obligations under the Notes, this Indenture and each Registration Rights Agreement. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Central European Media Enterprises Ltd. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, transfer, conveyance or other disposition, upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 5 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Amdocs Limited, any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, and accrued interest interest, including Additional Interest, if any, on, all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial ON Semiconductor Corporation any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of Upon any such consolidation, merger, sale, conveyance, transfer lease or lease and upon disposition in accordance with Section 11.01, the assumption Trustee shall be notified by the successor Person, by supplemental indenture, executed and delivered to Company or the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal ofSuccessor, and accrued interest onthe Successor formed by such consolidation or into which the Company is merged or to which such sale, all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Companyconveyance, such successor Person lease or disposition is made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Company, Company under this Indenture with the same effect as if it such Successor had been named herein as the party Company herein and thereafter (except in the case of a lease) the predecessor will be relieved of all further obligations and covenants under this first partIndenture and the Notes. Such successor Person Successor thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company any or all of the Notes issuable hereunder that which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers Officers of the Company to the Trustee for authentication, and any Notes that such successor Person Successor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyancelease, transfer conveyance or leasedisposition, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation AirTran Holdings, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial CompuDyne Corporation any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with the provisions of this Article 12, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. (a) In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the surviving Person 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 due and punctual payment of the principal of, Principal Amount of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed or satisfied by the CompanyCompany and by supplemental agreement, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of all of the obligations of the Company under the Registration Rights Agreement, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Ryerson Txxx, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. (b) In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Subsidiary Guarantor is not the surviving Person 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 due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Subsidiary Guarantor and by supplemental agreement, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of all of the obligations of the Subsidiary Guarantor under the Registration Rights Agreement, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor, with the same effect as if it had been named herein as the Subsidiary Guarantor as of the date of this Indenture. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Subsidiary Guarantor any or all of the Subsidiary Guarantees of the Subsidiary Guarantor, issuable hereunder that theretofore shall not have been signed by the Subsidiary Guarantor and delivered to the Trustee. All the Subsidiary Guarantees of the Subsidiary Guarantor so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantee of the Subsidiary Guarantor theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), the applicable Person named as a “Subsidiary Guarantor” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Subsidiary Guarantees and from its obligations under this Indenture and its Subsidiary Guarantee. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation AtheroGenics, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with the provisions of this Article 13, the Person named as the “Company” "COMPANY" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 13 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. (a) In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the successor PersonSuccessor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, of and accrued interest on, on all of the Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person as described in Section 11.01, the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Tower Automotive, Inc. any or all of the Notes Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person the Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Debentures that such successor Person the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, conveyance or transfer or (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter andthereafter, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Debentures and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. (a) In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company or the Issuer, as the case may be, is not the surviving Person 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 due and punctual payment of the principal of, Principal Amount of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed or satisfied by the CompanyCompany or the Issuer, as the case may be, and by supplemental agreement, executed and delivered to the Trustee, of all of the obligations of the Company or the Issuer, as the case may be, under the Registration Rights Agreement, such successor Person shall succeed to and be substituted for the CompanyCompany or the Issuer, as the case may be, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation CSK Auto, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” "COMPANY" or "ISSUER", as the case may be, in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. (b) In case of any such consolidation, merger, sale, conveyance, transfer or lease in which a Subsidiary Guarantor is not the surviving Person 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 due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by such Subsidiary Guarantor and by supplemental agreement, executed and delivered to the Trustee, of all of the obligations of such Subsidiary Guarantor under the Registration Rights Agreement to the extent a party thereto, such successor Person shall succeed to and be substituted for such Subsidiary Guarantor, with the same effect as if it had been named herein as a Subsidiary Guarantor as of the date of this Indenture. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of such Subsidiary Guarantor the Subsidiary Guarantee of such Subsidiary Guarantor, issuable hereunder that theretofore shall not have been signed by such Subsidiary Guarantor and delivered to the Trustee. All the Subsidiary Guarantees of the Subsidiary Guarantors so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantee of the Subsidiary Guarantors theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), the applicable Person named as a "SUBSIDIARY GUARANTOR" in this Indenture or any supplemental indenture hereto or any successor that shall thereafter have become such in the manner prescribed in this Article 11 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of its Subsidiary Guarantee and from its obligations under this Indenture and its Subsidiary Guarantee. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, Interest on all of the Notes Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company any or all of the Notes Securities, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Securities that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 10 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Securities thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Xxxxxx Industries, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. (a) In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and interest on all of the Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, as described in Section 11.01(a), the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of GrafTech International Ltd. any or all of the Debentures, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of the Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Debentures that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debentures that the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), the Person named as the "COMPANY" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 11 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Debentures and from its obligations under this Indenture. (b) In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, performance and accrued interest on, all of the Notes and the due and punctual performance observance of all of the covenants and conditions of this Indenture to be performed by a Specified Guarantor and all obligations of such Specified Guarantor under its Debenture Guarantee and the CompanyDebentures, as described in Section 11.01(b), such successor Person shall succeed to and be substituted for the Companysuch Specified Guarantor, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation such Specified Guarantor any or all of the Notes Debenture Guarantees of such Specified Guarantor, issuable hereunder that theretofore shall not have been signed by the Company such Specified Guarantor and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Debenture Guarantees of such Specified Guarantor so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Debenture Guarantees of such Specified Guarantor theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Debenture Guarantees had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, conveyance or transfer or (but not in the case of a lease), the applicable Person named as the “Company” a "GUARANTOR" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Debenture Guarantees and from its obligations under this IndentureIndenture and its Debenture Guarantee. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Debentures thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the continuing corporation and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of, and accrued premium, if any, and interest on, on all of the Notes Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, and by supplemental agreement, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of all of the obligations of the Company under the Registration Rights Agreement, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part, and Advanced Medical Optics, Inc. shall be discharged from its obligations under the Notes, this Indenture and the Registration Rights Agreement. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Advanced Medical Optics, Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with this Article 12 the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal ofof and premium, if any, and accrued interest on, on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial DURECT Corporation any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with the provisions of this Article 13, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 13 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease 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 due and punctual payment of the principal of, and accrued interest on, all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation the Company any or all of the Notes Securities, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes Securities that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the Person named as the “Company” ”, in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 5 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes Securities and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Notes Securities thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Alliant Techsystems Inc. any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 11 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, of and accrued interest on, Interest on all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation Headwaters Incorporated any or all of the Notes Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; , and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, authentication and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “"Company” " in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.