Common use of Consolidation, Merger or Sale of Assets Permitted Clause in Contracts

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s assets (determined on a consolidated basis) to any Person unless: (i) either (A) the Company shall be the surviving or continuing corporation or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety (1) shall be a corporation, limited liability company or partnership organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (2) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, interest and Additional Interest, if any, on all of the Securities and the performance of every covenant of the Securities and this Indenture on the part of the Company to be performed or observed; provided that in the case where the surviving or continuing Person is not a corporation, a corporation becomes a co-obligor of the Securities; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(B)(2) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), (x) the Company (in the case of clause (A) of the foregoing clause (i)) or such Person (in the case of clause (2) thereof) could incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 3.10 herein or (y) the Company’s or such Person’s Consolidated Cash Flow Ratio for the most recent four full fiscal quarters for which financial statements are available after giving pro forma effect to such transaction as of the beginning of such four quarter period would be greater than the Company’s Consolidated Cash Flow Ratio for such four quarter period immediately prior to such transaction; (iii) immediately before and after giving effect to such transaction and the assumption contemplated by clause (i)(B)(2) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of the transaction) no Default and no Event of Default shall have occurred or be continuing; and (iv) the Company or such Person shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this provision of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) Notwithstanding paragraph (a) above: (i) a Restricted Subsidiary of the Company may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, the Company or another Restricted Subsidiary of the Company; and (ii) a series of transactions involving the sale of Receivables or interests therein by a Securitization Subsidiary in connection with a Qualified Securitization Transaction shall not be deemed to be the sale of all or substantially all of the Company’s assets to the extent such transactions are consummated in the ordinary course of business. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. For the avoidance of doubt, notwithstanding anything to the contrary in this Indenture, the sale, assignment, transfer, conveyance or other disposition of all or any portion of the Company’s Financial Services Segment, including without limitation through the sale or other disposition of all or any portion of the Capital Stock of any Unrestricted Subsidiary that is part of the Financial Services Segment, or all or any portion of their respective assets or properties, shall not under any circumstances constitute the sale, assignment, transfer, conveyance or disposition of all or substantially all of the Company’s assets (on a consolidated basis) for any purpose whatsoever under this Indenture or the Securities. Upon any such consolidation, merger, conveyance, lease or transfer in accordance with this Section 4.1, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company therein, and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition) the predecessor corporation will be relieved of all further obligations and covenants under this Indenture and the Securities. (c) A Subsidiary Guarantor will not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor is the surviving Person), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Subsidiary Guarantor, in one or more related transactions, to another Person, other than the Company or another Subsidiary Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (1) the Person formed by or Subsidiary Guarantor is the surviving any such consolidation or any merger (if other than the Company)corporation, or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), Subsidiary Guarantor) or to which such transfer sale, assignment, transfer, conveyance or lease shall have other disposition which has been mademade (i) is organized or existing under the laws of the United States, expressly any state thereof or the District of Columbia and (ii) assumes by all the obligations of that Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture;; or (32) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such sale, assignment, transfer, conveyance or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company other disposition or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities complies with the same effect as if it had been named hereunder and thereunder and, except covenant described in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminateSection 3.13.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) shall not, and shall not permit any Restricted Subsidiary to, consolidate with or merge into any Person, in the case of a Restricted Subsidiary, in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary, unless such Restricted Subsidiary consolidates with or intomerges into a Wholly Owned Restricted Subsidiary; (b) shall not permit any Person other than a Wholly Owned Restricted Subsidiary to consolidate with or merge into (i) the Company or (ii) any Restricted Subsidiary in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary; (c) shall not, directly or transfer indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis; and (d) shall not, and shall not permit any Restricted Subsidiary to, in one or a series of transactions, acquire Capital Stock of or other ownership interests in any other Person such that such other Person becomes a Restricted Subsidiary; unless in any such transaction (or series) contemplated by Clause (a), (b), (c) or (d) above: (a) in case the Company shall consolidate with or merge into another Person or shall directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets toas an entirety, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger into which the Company is merged or the Person which acquires by transfer, conveyance, sale, lease or other disposition all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis (if other than the for purposes of this Article 7, a "Successor Company)") shall be a corporation, partnership, limited liability company or to which such transfer or lease trust, shall have been made, is a corporation be organized and validly existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (2) the Person formed Columbia and shall expressly assume by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by an indenture supplemental indenture hereto executed and delivered to the Trustee, inform in form satisfactory to the Trustee, the due and punctual payment of the principalprincipal of, premium, if any, interest, if any and any Additional Amounts, with respect to interest on all of the Securities and the performance or observance of every covenant under agreement of this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indentureor observed; (3b) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists shall have occurred and is be continuing; and (4c) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take established with respect to such steps as shall be necessary effectively series of Securities pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3.1. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part obligations of the Company to be performed under the Securities, the coupons Securities and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuingexists; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, and any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer sell, transfer, lease or lease all otherwise dispose of its properties and assets as, or substantially all of its assets as, an entirety to, any Person unless: (1) (A) the Company will be the surviving entity or (B) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, is a corporation an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment obligations of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of Company under the Securities and the performance or observance of every covenant under this Indenture Indenture, and the Securities on the part of the Company to be performed under the Securities, the coupons and this IndentureIndenture will remain in full force and effect as so supplemented; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists and is continuingexists; and (4) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take such steps as shall be necessary effectively established pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3. 1. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event Upon any consolidation of the assumption Company with, or merger of the Company into, any other Person or any sale, transfer, lease or other disposition of properties and assets of the Company as, or substantially as, an entirety in accordance with this Section 7.1, the successor Person formed by a successor corporation as provided in clause (2) abovesuch consolidation or into which the Company is merged or to which such sale, such successor corporation transfer, lease or other disposition is made shall succeed to and be substituted for for, and may exercise every right and power of, the Company hereunder and under the Securities and any interest coupons appertaining thereto with the same effect as if it such successor Person had been named hereunder and thereunder andand thereafter, except in the case of a lease, any coupons appertaining thereto the predecessor Person shall be relieved of all obligations and all such obligations of covenants under this Indenture and the Company shall terminateSecurities.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless: (1i) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part obligations of the Company to be performed under the Securities, the coupons Securities and this Indenture; (3iii) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuingexists; and (4iv) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, and any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not consolidate with or merge with into any other corporation or into, sell or transfer or lease convey all or substantially all of its assets toto any Person, any Person unless: (1) unless the Person corporation formed by or surviving any such consolidation or any merger (if other than into which the Company is merged or the Person which acquires by sale or conveyance all or substantially all of the assets of the Company), or to which such transfer or lease shall have been made, is be a corporation organized and existing under the laws of the United States, States of America or any State thereof or the District of Columbia;, and shall execute and deliver to the Trustee an agreement in form reasonably satisfactory to the Trustee containing an assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Indenture to which the Company is a party. (2b) Immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon any consolidation or merger, or any sale or conveyance, of all or substantially all of the Person assets of the Company, the successor corporation formed by or surviving any such consolidation or merger (if other than into which the Company), Company is merged or to which such transfer sale or lease conveyance is made shall have been madesucceed to, expressly assumes by supplemental indenture hereto executed and delivered to the Trusteebe substituted for, inform satisfactory to the Trusteeand may exercise every right and power of, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant Company under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it such successor corporation had been named hereunder and thereunder and, except in as the case Company herein. No such sale or conveyance of a lease, any coupons appertaining thereto and all such obligations or substantially all of the assets of the Company as an entirety shall terminatehave the effect of releasing the Company or any successor corporation which shall theretofore have become such from its liability hereunder. (c) The Trustee may accept an Officer's Certificate and an Opinion of Counsel of the Company as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption complies with the provisions of this Section 5.05. ARTICLE SIX Concerning the Holders of Notes

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part obligations of the Company to be performed under the Securities, the coupons Securities and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuingexists; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Officer's Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all 91 conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, and any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or transfer sell, assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its the Company’s assets to, (determined on a consolidated basis) to any Person unless: (1i) either (A) the Company shall be the surviving or continuing corporation or (B) the Person formed by or surviving any such consolidation or any merger (if other than the Company)) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, or to which such transfer or lease the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety (1) shall have been madebe a corporation, is a corporation limited liability company or partnership organized and validly existing under the laws of the United States, States or any State state thereof or the District of Columbia; ; (2) shall expressly assume, in writing (in form and substance satisfactory to the Person formed by or surviving any such consolidation or merger (if other than the CompanyTrustee), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principalprincipal of, premium, if any, interest, if any and any Additional Amounts, with respect to interest on all of the Securities Bonds and the performance or observance of every covenant under this Indenture of the Bonds and the Securities Company Agreements on the part of the Company to be performed or observed, and (3) shall expressly assume, or its parent or subsidiary shall expressly assume, in writing, in form and substance satisfactory to the Trustee, the performance of every covenant under the SecuritiesBond Guarantee; provided that in the case where the surviving or continuing Person is not a corporation, a corporation becomes a co-obligor under the coupons and this IndentureCompany Agreements; (3ii) immediately after giving effect to the such transaction and treating the assumption contemplated by clause (i)(B)(2) above (including giving effect to any indebtedness Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), (x) the Company (in the case of clause (A) of the foregoing clause (i)) or such Person (in the case of clause (2) thereof) could incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.07 herein or (y) the Company’s or such Person’s Consolidated Cash Flow Ratio for the most recent four full fiscal quarters for which becomes an obligation financial statements are available after giving pro forma effect to such transaction as of the beginning of such four quarter period would be greater than the Company’s Consolidated Cash Flow Ratio for such four quarter period immediately prior to such transaction; (iii) immediately before and after giving effect to such transaction and the assumption contemplated by clause (i)(B)(2) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of the transaction), no Default and no Event of Default shall have occurred or be continuing; (iv) the Company or a Subsidiary such Person shall have delivered to the Issuer and the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if an agreement is required in connection with such transaction, such agreement, comply with this provision of this Loan Agreement, that any such agreement is legal, valid and binding and that all conditions precedent in this Loan Agreement relating to such transaction have been satisfied and an Opinion of Bond Counsel with respect to paragraphs (v) and (vii) below; (v) such transaction will not adversely affect the exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes; (vi) the Company or the entity surviving the dissolution, liquidation, disposition, consolidation or merger, within 10 days after execution thereof, furnishes to the Issuer and Trustee a true and complete copy of the instrument of dissolution, liquidation, disposition, consolidation or merger; (vii) neither the validity nor the enforceability of the Bonds, this Loan Agreement or any agreements to which the Company is a party is adversely affected by such transaction; (viii) no rating on the Bonds is reduced or withdrawn as a result of such transaction transaction; (ix) the Project continues to be substantially as having been incurred by described herein; (x) any successor to the Company or such Subsidiary at shall be qualified to do business in the time State and shall continue to be qualified to do business in the State throughout the term hereof; (xi) the Issuer has executed a certificate acknowledging receipt of such transaction no Default or Event of Default exists all documents, information and is continuingmaterials required by this Section 4.14; and (4xii) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to and the proposed transaction an Officers' Certificate to the foregoing effect Issuer shall receive such certifications and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation documentation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminatethey may reasonably request.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part obligations of the Company to be performed under the Securities, the coupons Securities and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuingexists; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, and any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) shall not, and shall not permit any Restricted Subsidiary to, consolidate with or merge into, any Person, in the case of a Restricted Subsidiary, in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary, unless such Restricted Subsidiary consolidates with or intomerges into a Wholly Owned Restricted Subsidiary; (b) shall not permit any Person other than a Wholly Owned Restricted Subsidiary to consolidate with or merge into (i) the Company or (ii) any Restricted Subsidiary in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary; (c) shall not, directly or transfer indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis; and (d) shall not, and shall not permit any Restricted Subsidiary to, in one or a series of transactions, acquire Capital Stock of or other ownership interests in any other Person such that such other Person becomes a Restricted Subsidiary; unless in any such transaction (or series) contemplated by Clause (a), (b), (c) or (d) above: (a) in case the Company shall consolidate with or merge into another Person or shall directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets toas an entirety, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger into which the Company is merged or the Person which acquires by transfer, conveyance, sale, lease or other disposition all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis (if other than the for purposes of this Article 7, a "Successor Company), or to which such transfer or lease ") shall have been made, is a corporation be organized and validly existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (2) the Person formed Columbia and shall expressly assume by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by an indenture supplemental indenture hereto executed and delivered to the Trustee, inform in form satisfactory to the Trustee, the due and punctual payment of the principal, principal of (and premium, if any, interest, if any ) and any Additional Amounts, with respect to interest on all of the Securities and the performance or observance of every covenant under of this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indentureor observed; (3b) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists and is continuingexists; and (4c) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take established with respect to such steps as shall be necessary effectively series of Securities pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3.1. -72- 81 The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) Union shall not consolidate with or merge with into any other corporation or into, sell or transfer or lease convey all or substantially all of its assets toto any Person, any Person unless: (1) unless the Person corporation formed by or surviving any such consolidation or any merger (if other than into which Union is merged or the Company)Person which acquires by sale or conveyance all or substantially all of the assets of Union, or to which such transfer or lease shall have been made, is be a corporation organized and existing under the laws of the United States, States of America or any State thereof or the District of Columbia;, and shall execute and deliver to the Pass Through Trustee an agreement in form reasonably satisfactory to the Pass Through Trustee containing an assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement to which Union is a party. (2b) Immediately after giving effect to such transaction, no Event of Default, no Indenture Default, no Equipment Trust Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, an Indenture Default or an Equipment Trust Default, shall have occurred and be continuing. Upon any consolidation or merger, or any sale or conveyance, of all or substantially all of the Person assets of Union, the successor corporation formed by or surviving any such consolidation or merger (if other than the Company)into which Union, is merged or to which such transfer sale or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and conveyance is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation made shall succeed to to, and be substituted for the Company hereunder for, and may exercise every right and power of, Union, under the Securities this Agreement with the same effect as if it such successor corporation had been named hereunder and thereunder andas Union, except in the case herein. No such sale or conveyance of a lease, any coupons appertaining thereto and all such obligations or substantially all of the Company assets of Union, as an entirety shall terminatehave the effect of releasing Union, or any successor corporation which shall theretofore have become such from its liability hereunder. (c) The Pass Through Trustee may accept an Officer's Certificate and an Opinion of Counsel of Union, on behalf of the Company, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption complies with the provisions of this Section 5.2.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or intointo any corporation, or transfer or lease all or substantially all of its assets to, any Person unless: (1a) the Person corporation formed by or surviving any such consolidation or any merger into which the Company is merged (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2b) the Person corporation formed by or surviving any such consolidation or merger into which the Company is merged (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part obligations of the Company to be performed under the Securities, the coupons Securities and this Indenture; (3c) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction transaction, no Default or Event of Default exists and is continuingexists; and (4d) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other an encumbrance which would not be permitted by the Securities terms of any seriesthe Securities, the Company or such successor Personcorporation, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2b) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or transfer sell, assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of the Company’s and its Restricted Subsidiaries’ assets to, (determined on a consolidated basis) to any Person or adopt a Plan of Liquidation unless: (1i) either (A) the Company shall be the surviving or continuing corporation or (B) the Person formed by or surviving any such consolidation or any merger (if other than the Company)) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, or to which such transfer or lease the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety (1) shall have been madebe a corporation, is a corporation limited liability company or partnership organized and validly existing under the laws of the United States, States or any State thereof or the District of Columbia; Columbia and (2) the Person formed by or surviving any such consolidation or merger (if other than the Company)shall expressly assume, or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principalprincipal of, and premium, if any, interest, if any and any Additional Amounts, with respect to interest on all of the Securities and the performance or observance of every covenant under this Indenture of the Securities and the Securities Indenture on the part of the Company to be performed under the Securities, the coupons and this Indentureor observed; (3ii) immediately after giving effect to the such transaction and treating the assumption contemplated by clause (i)(B)(2) above (including giving effect to any indebtedness which becomes an obligation Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company (in the case of clause (A) of the Company foregoing clause (i)) or a Subsidiary such Person (in the case of clause (2) thereof) could incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 3.10 herein; (iii) immediately before and after giving effect to such transaction and the assumption contemplated by clause (i)(B)(2) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction transaction) no Default or and no Event of Default exists and is shall have occurred or be continuing; and (4iv) if, as a result of any such consolidation or merger the Company or such Person shall have delivered to the Trustee (A) an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or leaselease or Plan of Liquidation and, properties or assets of the Company would become subject to if a mortgagesupplemental indenture is required in connection with such transaction, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture indenture, comply with this provision of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied. (b) Notwithstanding paragraph (a) above: (i) a Restricted Subsidiary of the Company may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, the Company or another Restricted Subsidiary of the Company; (ii) a series of transactions involving the sale of Receivables or interests therein by a Securitization Subsidiary in connection with a Qualified Securitization Transaction shall not be deemed to be the sale of all or substantially all of the Company’s assets to the consummation extent such transactions are consummated in the ordinary course of business; (iii) the provisions of clause (i) of paragraph (a) above shall not prohibit the Company or any Restricted Subsidiary from selling, assigning, transferring, leasing, conveying or otherwise disposing of all or substantially all of its assets to a Permitted Joint Venture in a transaction entered into in compliance with Section 3.12 herein; and (iv) the provisions of paragraph (a)(ii) above shall not apply to the Company and its Restricted Subsidiaries after such time as the conditions set forth in Section 3.1 herein are satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction under this Indenture have been met. In the event or series of transactions) of all or substantially all of the assumption properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Upon any such consolidation, merger, conveyance, lease or transfer in accordance with this Section 4.1, the successor Person formed by a successor corporation as provided in clause (2) abovesuch consolidation or into which the Company is merged or to which such conveyance, such successor corporation shall lease or transfer is made will succeed to to, and be substituted for for, and may exercise every right and power of, the Company hereunder and under the Securities Indenture with the same effect as if it such successor had been named hereunder as the Company therein, and thereunder and, thereafter (except in the case of a sale, assignment, transfer, lease, any coupons appertaining thereto conveyance or other disposition) the predecessor corporation will be relieved of all further obligations and all such obligations of covenants under the Company shall terminateIndenture and the Securities.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) shall not, and shall not permit any Restricted Subsidiary to, consolidate with or merge into any Person, in the case of a Restricted Subsidiary, in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary, unless such Restricted Subsidiary consolidates with or intomerges into a Wholly Owned Restricted Subsidiary; (b) shall not permit any Person other than a Wholly Owned Restricted Subsidiary to consolidate with or merge into (i) the Company or (ii) any Restricted Subsidiary in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary; (c) shall not, directly or transfer indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis; and (d) shall not, and shall not permit any Restricted Subsidiary to, in one or a series of transactions, acquire Capital Stock of or other ownership interests in any other Person such that such other Person becomes a Restricted Subsidiary; unless in any such transaction (or series) contemplated by Clause (a), (b), (c) or (d) above: (a) in the case the Company shall consolidate with or merge into another Person or shall directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets toas an entirety, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger (if other than into which the Company), or to which such transfer or lease shall have been made, Company is a corporation organized and existing under the laws of the United States, any State thereof merged or the District of Columbia; (2) the Person formed which acquires by transfer, conveyance, sale, lease or surviving any such consolidation other disposition all or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to substantially all of the Securities properties and the performance or observance of every covenant under this Indenture and the Securities on the part assets of the Company to and its Subsidiaries on a consolidated basis (for purposes of this Article 7, a "Successor Company") shall be performed under the Securitiesa corporation, the coupons partnership, limited liability company or trust, shall be organized and this Indenture;validly (3b) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists and is continuingexists; and (4c) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take established with respect to such steps as shall be necessary effectively series of Securities pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3.1. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction transaction, no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and any coupons appertaining thereto and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer sell, transfer, lease or lease all otherwise dispose of its properties and assets as, or substantially all of its assets as, an entirety to, any Person unless: (1) (A) the Company will be the surviving entity or (B) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, is a corporation an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trusteeindenture, inform in a form reasonably satisfactory to the Trustee, all the due and punctual payment obligations of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of Company under the Securities and the performance or observance of every covenant under this Indenture Indenture, and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture;Indenture will remain in full force and effect as so supplemented; and (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured therebyexists. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing 75 84 effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event Upon any consolidation of the assumption Company with, or merger of the Company into, any other Person or any sale, transfer, lease or other disposition of properties and assets of the Company as, or substantially as, an entirety in accordance with this Section 7.1, the successor Person formed by a successor corporation as provided in clause (2) abovesuch consolidation or into which the Company is merged or to which such sale, such successor corporation transfer, lease or other disposition is made shall succeed to and be substituted for for, and may exercise every right and power of, the Company hereunder and under the Securities and any interest coupons appertaining thereto with the same effect as if it such successor Person had been named hereunder and thereunder andand thereafter, except in the case of a lease, any coupons appertaining thereto the predecessor Person shall be relieved of all obligations and all such obligations of covenants under this Indenture and the Company shall terminateSecurities.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall covenants that it will not consolidate with or merge with into any other corporation or intosell, convey or transfer or lease otherwise dispose of all or substantially all of its assets to, as an entirety to any Person unless: (1) unless the Person formed by successor or surviving any such consolidation or any merger transferee corporation (if other than the Company), or to which such transfer or lease ) shall have been made, is be a corporation organized and existing under the laws of the United States, any State States of America or a state thereof or the District of Columbia; (2) the Person formed by or surviving any , and such consolidation or merger (if other than the Company), or to which such transfer or lease corporation shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, assume the due and punctual payment performance and observance of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities covenants and conditions of this Basic Agreement and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company related Trust Supplement to be performed under by the Securities, Company by supplemental agreement given by such successor corporation to the coupons and this Indenture;Trustee. (3b) The Company agrees with the Certificateholders of each series that, immediately prior to and after giving effect to any transaction described in Section 5.02(a), no Event of Default with respect to Equipment Notes held in the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company related Trust arising solely as a result of such transaction as having been incurred by the Company or such Subsidiary at the time an event of such transaction default under a related Lease and no Default or Indenture Event of Default exists and is continuing; and (4) if, with respect to such Equipment Notes arising solely as a result of any an event of default under a related lease, and no event that, after notice or lapse of time, or both, would become such consolidation or merger an Event of Default or such conveyancean Indenture Event of Default, transfer or leaseshall have occurred and be continuing. The Trustee, properties or assets of the Company would become subject to a mortgagethe provisions of Sections 7.01 and 7.02, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction receive an Officers' Officer's Certificate to the foregoing effect and an Opinion of Counsel stating as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption complies with the proposed transaction provisions of this Section 5.02. (c) In case of any such merger, consolidation, sale, conveyance or other disposition and upon any such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a the successor corporation as provided in clause (2) abovecorporation, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities hereunder, with the same effect as if it had been named hereunder and thereunder and, except in herein as the case of a lease, any coupons appertaining thereto and all such obligations party of the Company shall terminatefirst part.

Consolidation, Merger or Sale of Assets Permitted. The Neither the Company nor the Guarantor shall not reorganize, consolidate with or merge with or into, or transfer or lease all or substantially all of its assets including, without limitation, in connection with a demutualization of Principal Mutual Holding Company to, any Person unless: (1) the Person formed by or surviving any such reorganization, consolidation or any merger (if other than the CompanyCompany or the Guarantor, as the case may be), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the Commonwealth of Australia or any State thereof, in the case of the Company, or under the laws of the United States, any State thereof or the District of Columbia, in the case of the Guarantor; (2) the Person formed by or surviving any such reorganization, consolidation or merger (if other than the CompanyCompany or the Guarantor, as the case may be), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture;fiscal agency (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or the Guarantor or a Subsidiary of the Company Guarantor as a result of such transaction as having been incurred by the Company Company, the Guarantor or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and; (4) if, as a result of any such consolidation or merger or such conveyance, transfer or leasetransaction, properties or assets of the Company or the Guarantor would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company Company, the Guarantor or such successor Personperson, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The ; and (5) each of the Company and the Guarantor shall deliver to the Trustee Fiscal Agent prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture fiscal agency agreement comply with this Indenture Agreement and that all conditions precedent to the consummation of the transaction under this Indenture Agreement have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company or the Guarantor, as the case may be, hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company or the Guarantor, as the case may be, shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) Union shall not consolidate with or merge with into any other corporation or into, sell or transfer or lease convey all or substantially all of its assets toto any Person[, nor shall Union permit Procor to consolidate with or merge into any other corporation or sell or convey all or substantially all of its assets to any Person unless: (1) other than an Affiliate of Union)], unless the Person corporation formed by or surviving any such consolidation or any merger (if other than into which Union [or Procor, as applicable,] is merged or the Company)Person which acquires by sale or conveyance all or substantially all of the assets of Union or Procor, or to which such transfer or lease as applicable, shall have been made, is be a corporation organized and existing under the laws of the United States, States of America or any State thereof or the District of Columbia; (2) Columbia [or, in the Person formed by or surviving case of Procor any such consolidation or merger (if other than the Company)province of Canada], or to which such transfer or lease and shall have been made, expressly assumes by supplemental indenture hereto executed execute and delivered deliver to the Trustee, inform Pass Through Trustee an agreement in form reasonably satisfactory to the Trustee, Pass Through Trustee containing an assumption by such successor corporation of the due and punctual payment of the principal, premium, if any, interest, if any performance and any Additional Amounts, with respect to all of the Securities and the performance or observance of every each covenant under and condition of this Indenture and the Securities on the part of the Company Agreement to be performed under the Securitieswhich Union [or Procor, the coupons and this Indenture;as applicable,] is a party. (3b) immediately Immediately after giving effect to the transaction such transaction, no Event of Default, no Indenture Default, no Equipment Trust Default, and treating no event that, after notice or lapse of time, or both, would become an Event of Default, an Indenture Default or an Equipment Trust Default, shall have occurred and be continuing. Upon any indebtedness which becomes an obligation consolidation or merger, or any sale or conveyance, of all or substantially all of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest Union [or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor PersonProcor, as the case may be], shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation formed by such consolidation or into which Union [or Procor, as provided in clause (2) abovethe case may be], is merged or to which such successor corporation sale or conveyance is made shall succeed to to, and be substituted for for, and may exercise every right and power of, Union [or Procor, as the Company hereunder and case may be], under the Securities this Agreement with the same effect as if it such successor corporation had been named hereunder and thereunder andas Union [or Procor, except in as the case may be], herein. No such sale or conveyance of a lease, any coupons appertaining thereto and all such obligations or substantially all of the Company assets of Union [or Procor, as the case may be], as an entirety shall terminatehave the effect of releasing Union [or Procor, as the case may be], or any successor corporation which shall theretofore have become such from its liability hereunder. (c) The Pass Through Trustee may accept an Officer's Certificate and an Opinion of Counsel of Union, on behalf of the Companies, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption complies with the provisions of this Section 5.2.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) shall not, and shall not permit any Restricted Subsidiary to, consolidate with or merge into any Person, in the case of a Restricted Subsidiary, in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary, unless such Restricted Subsidiary consolidates with or intomerges into a Wholly Owned Restricted Subsidiary; (b) shall not permit any Person other than a Wholly Owned Restricted Subsidiary to consolidate with or merge into (i) the Company or (ii) any Restricted Subsidiary in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary; (c) shall not, directly or transfer indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis; and (d) shall not, and shall not permit any Restricted Subsidiary to, in one or a series of transactions, acquire Capital Stock of or other ownership interests in any other Person such that such other Person becomes a Restricted Subsidiary; unless in any such transaction (or series) contemplated by Clause (a), (b), (c) or (d) above: (a) in case the Company shall consolidate with or merge into another Person or shall directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets toas an entirety, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger into which the Company is merged or the Person which acquires by transfer, coveyance, sale, lease or other disposition all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis (if other than the for purposes of this Article 7, a "Successor Company)") shall be a corporation, partnership, limited liability company or to which such transfer or lease trust, shall have been made, is a corporation be organized and validly existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (2) the Person formed Columbia and shall expressly assume by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by an indenture supplemental indenture hereto executed and delivered to the Trustee, inform in form satisfactory to the Trustee, the due and punctual payment of the principal, principal of (and premium, if any, interest, if any ) and any Additional Amounts, with respect to interest on all of the Securities Securites and the performance or observance of every covenant under of this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture; or observed; (3b) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists exists; and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall covenants that it will not consolidate with or merge with into any other Person or intosell, convey or transfer or lease otherwise dispose of all or substantially all of its assets to, as an entirety to any Person unless: (1) unless the successor or transferee Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease ) shall have been made, is a corporation be an entity organized and existing under the laws of the United States, any State States of America or a state thereof or the District of Columbia; (2) the Person formed by or surviving any , and such consolidation or merger (if other than the Company), or to which such transfer or lease corporation shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, assume the due and punctual payment performance and observance of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities covenants and conditions of this Basic Agreement and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company related Trust Supplement to be performed under by the Securities, Company by supplemental agreement given by such successor corporation to the coupons and this Indenture;Trustee. (3b) The Company agrees with the Certificateholders of each series that, immediately prior to and after giving effect to any transaction described in Section 5.02(a), no Event of Default with respect to Equipment Notes held in the transaction and treating any indebtedness which becomes an obligation related Trust (which, in the case of Equipment Notes secured by Equipment that is leased to the Company or a Subsidiary of the Company Company, arose solely as a result of such transaction as having been incurred by an event of default under the Company or such Subsidiary at the time of such transaction related Lease) and no Default or Indenture Event of Default exists and with respect to such Equipment Notes (which, in the case of Equipment Notes secured by Equipment that is continuing; and (4) ifleased to the Company, arose solely as a result of any an event of default under the related Lease), and no event that, after notice or lapse of time, or both, would become such consolidation or merger an Event of Default or such conveyancean Indenture Event of Default, transfer or leaseshall have occurred and be continuing. The Trustee, properties or assets of the Company would become subject to a mortgagethe provisions of Sections 7.01 and 7.02, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction receive an Officers' Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption complies with the proposed transaction provisions of this Section 5.02. (c) In case of any such merger, consolidation, sale, conveyance or other disposition and upon any such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a the successor corporation as provided in clause (2) abovecorporation, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities hereunder, with the same effect as if it had been named hereunder and thereunder and, except in herein as the case of a lease, any coupons appertaining thereto and all such obligations party of the Company shall terminatefirst part.

Consolidation, Merger or Sale of Assets Permitted. The Except as permitted by Sections 16.3 and 16.4(c), neither the Company nor any Guarantor shall not consolidate with or merge with or into, or transfer sell, transfer, lease or lease all otherwise dispose of its properties and assets as, or substantially all of its assets as, an entirety to, any Person, and neither the Company nor any Guarantor shall permit any Person to consolidate with or merge into the Company or any Guarantor, unless: (1) the Company or the Guarantor, as the case may be, will be the surviving entity or (2) the Person formed by or surviving any such consolidation or any merger (if other than the CompanyCompany or the Guarantor, as the case may be), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, is a corporation an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Guarantor, as the case may be), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation obligations of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor PersonGuarantor, as the case may be, shall take under the Securities, the Senior Subordinated Guarantees and this Indenture, and the Securities, the Senior Subordinated Guarantees and this Indenture will remain in full force and effect as so supplemented; (c) immediately after giving effect to such steps consolidation, merger, sale, transfer, lease or other disposition, no Default or Event of Default exists; and (d) with respect to any series of Securities, the Company satisfies such other conditions, if any, established with respect to such series of Securities pursuant to and in accordance with Section 3.1. -72- 81 Unless such proposed consolidation, merger, sale, transfer, lease or other disposition is permitted by Section 16.3 or is a transaction in which Subsidiary Guarantors will be automatically released from its Guarantee in accordance with Section 16.4(c), the Company or the Guarantor, as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company the case may be, shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event Upon any consolidation of the assumption Company or the Guarantor, as the case may be, with, or merger of the Company or the Guarantor, as the case may be, into, any other Person or any sale, transfer, lease or other disposition of properties and assets of the Company or the Guarantor, as the case may be, as, or substantially as, an entirety in accordance with this Section 7.1, the successor Person formed by a successor corporation such consolidation or into which the Company or the Guarantor, as provided in clause the case may be, is merged or to which such sale, transfer, lease or other disposition is made shall (2unless Section 16.4(c) above, such successor corporation shall applies) succeed to and be substituted for for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, hereunder and under the Securities and any interest coupons appertaining thereto with the same effect as if it such successor Person had been named hereunder and thereunder andand thereafter, except in the case of a lease, any coupons appertaining thereto the predecessor Person shall be relieved of all obligations and all such obligations of covenants under this Indenture and the Company shall terminateSecurities.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s assets (determined on a consolidated basis) to, any Person unless: (i) either (A) the Company shall be the surviving or continuing corporation or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety (1) shall be a corporation, limited liability company or partnership organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (2) shall expressly assume, by supplemental indenture or one or more other documents or instruments (in form satisfactory to the Trustee and the Collateral Agent), executed and delivered to the Trustee and the Collateral Agent, the due and punctual payment of the principal of, premium, if any, and interest (including Additional Interest, if any), on all of the Securities and the performance of every covenant of the Securities, this Indenture and the Notes Collateral Documents on the part of the Company to be performed or observed (and the applicable Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financings statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); provided that in the case where the surviving or continuing Person is not a corporation, a corporation becomes a co-obligor of the Securities; (ii) (A) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(B)(2) above (including giving effect to any Indebtedness (including Acquired Indebtedness) incurred or anticipated to be incurred in connection with or in respect of such transaction), (x) the Company (in the case of clause (A) of the foregoing clause (i)) or such Person (in the case of clause (B) thereof) could incur at least $1.00 of additional Indebtedness pursuant to Section 3.10(a)(i) or (y) the Company’s or such Person’s Consolidated Cash Flow Ratio after giving pro forma effect to such transaction would be greater than the Company’s Consolidated Cash Flow Ratio immediately prior to such transaction; (iii) immediately before and after giving effect to such transaction and any assumption contemplated by clause (i)(B)(2) above (including giving effect to any Indebtedness (including Acquired Indebtedness) incurred or anticipated to be incurred in connection with or in respect of the transaction), no Default and no Event of Default shall have occurred or be continuing; and (iv) the Company or such Person shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this provision of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (ii) and (iii) above. (b) Notwithstanding Section 4.1(a) (which does not apply to transactions referred to in this Section 4.1(b)): (i) a Restricted Subsidiary may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, the Company or another Restricted Subsidiary; (ii) the Company may consolidate or otherwise combine with or merge with or into a Restricted Subsidiary solely for the purpose of changing the legal domicile of the Company, reincorporating the Company in a state of the United States or the District of Columbia or changing the legal form of the Company; provided, that in the case where the surviving or continuing Person is not a corporation, a corporation becomes a co-obligor of the Securities; and (iii) a series of transactions involving the sale of Receivables or interests therein by a Securitization Subsidiary in connection with a Qualified Securitization Transaction shall not be deemed to be the sale of all or substantially all of the Company’s assets to the extent such transactions are consummated in the ordinary course of business or consistent with past practice. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. For the avoidance of doubt, notwithstanding anything to the contrary in this Indenture, the sale, assignment, transfer, conveyance or other disposition of all or any portion of the Company’s Financial Services Segment, including without limitation through the sale or other disposition of all or any portion of the Capital Stock of any Unrestricted Subsidiary that is part of the Financial Services Segment, or all or any portion of their respective assets or properties, shall not under any circumstances constitute the sale, assignment, transfer, conveyance or disposition of all or substantially all of the Company’s assets (on a consolidated basis) for any purpose whatsoever under this Indenture or the Securities. Upon any such consolidation, merger, conveyance, lease or transfer in accordance with this Section 4.1, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes Collateral Documents with the same effect as if such successor had been named as the Company therein, and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition) the predecessor corporation will be relieved of all further obligations and covenants under this Indenture, the Securities and the Notes Collateral Documents. (c) A Subsidiary Guarantor will not, directly or indirectly (1) consolidate or merge with or into another Person other than the Company, another Subsidiary Guarantor or a Restricted Subsidiary that becomes a Subsidiary Guarantor substantially concurrently with the transaction, or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Subsidiary Guarantor, in one or more related transactions, to another Person, other than the Company, another Subsidiary Guarantor or a Restricted Subsidiary that becomes a Subsidiary Guarantor substantially concurrently with the transaction, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (1) the Person formed by or Subsidiary Guarantor is the surviving any such consolidation or any merger (if other than the Company)Person, or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), Subsidiary Guarantor) or to which such transfer sale, assignment, transfer, conveyance or lease shall have other disposition which has been mademade (i) is organized or existing under the laws of the United States, expressly any state thereof or the District of Columbia and (ii) assumes by all the obligations of that Subsidiary Guarantor under this Indenture, the Notes Collateral Agreements and its Subsidiary Guarantee pursuant to a supplemental indenture hereto executed and delivered to the Trustee, inform or one or more other documents or instruments (in form satisfactory to the TrusteeTrustee and the Collateral Agent) (and the applicable surviving Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the due and punctual payment Liens on the Collateral owned by or transferred to such Person, together with such financings statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or similar document under the Uniform Commercial Code or other similar statute or regulation of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance relevant states or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture;jurisdiction); or (32) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such sale, assignment, transfer, conveyance or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company other disposition or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably complies with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminateSection 3.13.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or transfer sell, assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its the Company’s assets to, (determined on a consolidated basis) to any Person unless: (1i) either (A) the Company shall be the surviving or continuing corporation or (B) the Person formed by or surviving any such consolidation or any merger (if other than the Company)) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, or to which such transfer or lease the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety (1) shall have been madebe a corporation, is a corporation limited liability company or partnership organized and validly existing under the laws of the United States, States or any State state thereof or the District of Columbia; ; (2) shall expressly assume, in writing (in form and substance satisfactory to the Person formed by or surviving any such consolidation or merger (if other than the CompanyTrustee), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principalprincipal of, premium, if any, interest, if any and any Additional Amounts, with respect to interest on all of the Securities Bonds and the performance or observance of every covenant under this Indenture of the Bonds and the Securities Company Agreements on the part of the Company to be performed or observed, and (3) shall expressly assume, or its parent or subsidiary shall expressly assume, in writing, in form and substance satisfactory to the Trustee, the performance of every covenant under the SecuritiesBond Guarantee; provided that in the case where the surviving or continuing Person is not a corporation, a corporation becomes a co-obligor under the coupons and this IndentureCompany Agreements; (3ii) immediately after giving effect to the such transaction and treating the assumption contemplated by clause (i)(B)(2) above (including giving effect to any indebtedness Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), (x) the Company (in the case of clause (A) of the foregoing clause (i)) or such Person (in the case of clause (2) thereof) could incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.07 herein or (y) the Company’s or such Person’s Consolidated Cash Flow Ratio for the most recent four full fiscal quarters for which becomes an obligation financial statements are available after giving pro forma effect to such transaction as of the beginning of such four quarter period would be greater than the Company’s Consolidated Cash Flow Ratio for such four quarter period immediately prior to such transaction; (iii) immediately before and after giving effect to such transaction and the assumption contemplated by clause (i)(B)(2) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of the transaction), no Default and no Event of Default shall have occurred or be continuing; (iv) the Company or a Subsidiary such Person shall have delivered to the Authority and the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if an agreement is required in connection with such transaction, such agreement, comply with this provision of this Loan Agreement, that any such agreement is legal, valid and binding and that all conditions precedent in this Loan Agreement relating to such transaction have been satisfied and an Opinion of Bond Counsel with respect to paragraphs (v) and (vii) below; (v) such transaction will not adversely affect the exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes; (vi) the Company or the entity surviving the dissolution, liquidation, disposition, consolidation or merger, within 10 days after execution thereof, furnishes to the Authority and Trustee a true and complete copy of the instrument of dissolution, liquidation, disposition, consolidation or merger; (vii) neither the validity nor the enforceability of the Bonds, this Loan Agreement or any agreements to which the Company is a party is adversely affected by such transaction; (viii) no rating on the Bonds is reduced or withdrawn as a result of such transaction transaction; (ix) the Project continues to be substantially as having been incurred by described herein; (x) any successor to the Company or such Subsidiary at shall be qualified to do business in the time State and shall continue to be qualified to do business in the State throughout the term hereof; (xi) the Authority has executed a certificate acknowledging receipt of such transaction no Default or Event of Default exists all documents, information and is continuingmaterials required by this Section 4.14; and (4xii) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to and the proposed transaction an Officers' Certificate to the foregoing effect Authority shall receive such certifications and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation documentation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminatethey may reasonably request.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) Union shall not consolidate with or merge with into any other corporation or into, sell or transfer or lease convey all or substantially all of its assets toto any Person, nor shall Union permit Procor to consolidate with or merge into any other corporation or sell or convey all or substantially all of its assets to any Person unless: (1) other than an Affiliate of Union), unless the Person corporation formed by or surviving any such consolidation or any merger (if other than the Company)into which Union or Procor, or to which such transfer or lease shall have been madeas applicable, is merged or the Person which acquires by sale or conveyance all or substantially all of the assets of Union or Procor, as applicable, shall be a corporation organized and existing under the laws of the United States, States of America or any State thereof or the District of Columbia; (2) Columbia or, in the Person formed by or surviving case of Procor any such consolidation or merger (if other than the Company)province of Canada, or to which such transfer or lease and shall have been made, expressly assumes by supplemental indenture hereto executed execute and delivered deliver to the Trustee, inform Pass Through Trustee an agreement in form reasonably satisfactory to the Trustee, Pass Through Trustee containing an assumption by such successor corporation of the due and punctual payment of the principal, premium, if any, interest, if any performance and any Additional Amounts, with respect to all of the Securities and the performance or observance of every each covenant under and condition of this Indenture and the Securities on the part of the Company Agreement to be performed under the Securitieswhich Union or Procor, the coupons and this Indenture;as applicable, is a party. (3b) immediately Immediately after giving effect to the transaction such transaction, no Event of Default, no Indenture Default, no Equipment Trust Default, and treating no event that, after notice or lapse of time, or both, would become an Event of Default, an Indenture Default or an Equipment Trust Default, shall have occurred and be continuing. Upon any indebtedness which becomes an obligation consolidation or merger, or any sale or conveyance, of all or substantially all of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest Union or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor PersonProcor, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation formed by such consolidation or into which Union or Procor, as provided in clause (2) abovethe case may be, is merged or to which such successor corporation sale or conveyance is made shall succeed to to, and be substituted for for, and may exercise every right and power of, Union or Procor, as the Company hereunder and case may be, under the Securities this Agreement with the same effect as if it such successor corporation had been named hereunder and thereunder andas Union or Procor, except in as the case may be, herein. No such sale or conveyance of a lease, any coupons appertaining thereto and all such obligations or substantially all of the Company assets of Union or Procor, as the case may be, as an entirety shall terminatehave the effect of releasing Union or Procor, as the case may be, or any successor corporation which shall theretofore have become such from its liability hereunder.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or transfer sell, assign, transfer, lease, convey or lease otherwise dispose of (and the Company will not cause or permit any of its Restricted Subsidiaries to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's and its Restricted Subsidiaries' assets to, (determined on a consolidated basis for the Company and its Restricted Subsidiaries) to any Person or adopt a Plan of Liquidation unless: (1i) either (A) the Company shall be the surviving or continuing corporation or (B) the Person formed by or surviving any such consolidation or any merger (if other than the Company)) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, or to which such transfer or lease shall the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety or in the case of a Plan of Liquidation, or Person to which assets of the Company and its Restricted Subsidiaries have been madetransferred (1) shall be a corporation, is a corporation limited liability company or partnership organized and validly existing under the laws of the United States, States or any State thereof or the District of Columbia; Columbia and (2) the Person formed by or surviving any such consolidation or merger (if other than the Company)shall expressly assume, or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principalprincipal of, and premium, if any, interest, if any and any Additional Amounts, with respect to interest on all of the Securities and the performance or observance of every covenant under this Indenture of the Securities and the Securities Indenture on the part of the Company to be performed under the Securities, the coupons and this Indentureor observed; (3ii) immediately after giving effect to the such transaction and treating the assumption contemplated by CLAUSE (i)(B)(2) above (including giving effect to any indebtedness which becomes an obligation Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company (in the case of CLAUSE (A) of the Company foregoing CLAUSE (i)) or a Subsidiary such Person (in the case of CLAUSE (2) thereof) could incur at least $1.00 of additional Indebtedness pursuant to clause (a) of SECTION 3.10 herein; (iii) immediately before and after giving effect to such transaction and the assumption contemplated by CLAUSE (i)(B)(2) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction transaction) no Default or and no Event of Default exists and is shall have occurred or be continuing; and (4iv) if, as a result of any such consolidation or merger the Company or such Person shall have delivered to the Trustee (A) an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or leaselease or Plan of Liquidation and, properties or assets of the Company would become subject to if a mortgagesupplemental indenture is required in connection with such transaction, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture indenture, comply with this provision of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied and (B) a certificate from the Company's independent certified public accountants stating that the Company has made the calculations required by CLAUSE (ii) above in accordance with the terms of the Indenture. (b) Notwithstanding PARAGRAPH (a) above: (i) a Restricted Subsidiary of the Company may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, the Company or another Restricted Subsidiary of the Company without complying with CLAUSE (ii) of the preceding paragraph; (ii) a series of transactions involving the sale of Receivables or interests therein by a Securitization Subsidiary in connection with a Qualified Securitization Transaction shall not be deemed to be the sale of all or substantially all of the Company's assets to the consummation extent such transactions are consummated in the ordinary course of business; and (iii) the provisions of CLAUSE (i) of the preceding paragraph shall not prohibit the Company or any Restricted Subsidiary from selling, assigning, transferring, leasing, conveying or otherwise disposing of all or substantially all of its assets to a Permitted Joint Venture in a transaction under this Indenture have been met. In entered into in compliance with SECTION 3.12 herein. (iv) the event provisions of PARAGRAPH (A)(ii) above shall not apply to the Company and its Restricted Subsidiaries after such time as the conditions set forth in SECTION 3.1 herein are satisfied For purposes of the assumption foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Upon any such consolidation, merger, conveyance, lease or transfer in accordance with the foregoing, the successor corporation as provided in clause (2) abovePerson formed by such consolidation or into which the Company is merged or to which such conveyance, such successor corporation shall lease or transfer is made will succeed to to, and be substituted for for, and may exercise every right and power of, the Company hereunder and under the Securities Indenture with the same effect as if it such successor had been named hereunder as the Company therein, and thereunder and, thereafter (except in the case of a sale, assignment, transfer, lease, any coupons appertaining thereto conveyance or other disposition) the predecessor corporation will be relieved of all further obligations and all such obligations of covenants under the Company shall terminateIndenture and the Securities.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall covenants that it will not consolidate with or merge with into any other corporation or intosell, convey or transfer or lease otherwise dispose of all or substantially all of its assets to, as an entirety to any Person unless: (1) unless the Person formed by successor or surviving any such consolidation or any merger transferee corporation (if other than the Company), or to which such transfer or lease ) shall have been made, is be a corporation organized and existing under the laws of the United States, any State States of America or a state thereof or the District of Columbia; (2) the Person formed by or surviving any , and such consolidation or merger (if other than the Company), or to which such transfer or lease corporation shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, assume the due and punctual payment performance and observance of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities covenants and conditions of this Basic Agreement and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company related Trust Supplement to be performed under by the Securities, Company by supplemental agreement given by such successor corporation to the coupons and this Indenture;Trustee. (3b) The Company agrees with the Certificateholders of each series that, immediately prior to and after giving effect to any transaction described in Section 5.02(a), no Event of Default with respect to Equipment Notes held in the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company related Trust arising solely as a result of such transaction as having been incurred by the Company or such Subsidiary at the time an event of such transaction default under a related Lease and no Default or Indenture Event of Default exists and is continuing; and (4) if, with respect to such Equipment Notes arising solely as a result of any an event of default under a related lease, and no event that, after notice or lapse of time, or both, would become such consolidation or merger an Event of Default or such conveyancean Indenture Event of Default, transfer or leaseshall have occurred and be continuing. The Trustee, properties or assets of the Company would become subject to a mortgagethe provisions of Sections 7.01 and 7.02, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction receive an Officers' Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption complies with the proposed transaction provisions of this Section 5.02. (c) In case of any such merger, consolidation, sale, conveyance or other disposition and upon any such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a the successor corporation as provided in clause (2) abovecorporation, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities hereunder, with the same effect as if it had been named hereunder and thereunder and, except in herein as the case of a lease, any coupons appertaining thereto and all such obligations party of the Company shall terminatefirst part.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer sell, transfer, lease or lease all otherwise dispose of its properties and assets as, or substantially all of its assets as, an entirety to, any Person unless: (1) (A) the Company will be the surviving entity or (B) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, is a corporation an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment obligations of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of Company under the Securities and the performance or observance of every covenant under this Indenture Indenture, and the Securities on the part of the Company to be performed under the Securities, the coupons and this IndentureIndenture will remain in full force and effect as so supplemented; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists and is continuingexists; and (4) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take established with respect to such steps as shall be necessary effectively series of Securities pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3.1. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event Upon any consolidation of the assumption Company with, or merger of the Company into, any other Person or any sale, transfer, lease or other disposition of properties and assets of the Company as, or substantially as, an entirety in accordance with this Section 7.1, the successor Person formed by a successor corporation as provided in clause (2) abovesuch consolidation or into which the Company is merged or to which such sale, such successor corporation transfer, lease or other disposition is made shall succeed to and be substituted for for, and may exercise every right and power of, the Company hereunder and under the Securities and any interest coupons appertaining thereto with the same effect as if it such successor Person had been named hereunder and thereunder andand thereafter, except in the case of a lease, any coupons appertaining thereto the predecessor Person shall be relieved of all obligations and all such obligations of covenants under this Indenture and the Company shall terminateSecurities.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) shall not consolidate with or merge into any Person; (b) shall not permit any Person other than a Restricted Subsidiary to consolidate with or intomerge into the Company or; (c) shall not, directly or transfer indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its assets toSubsidiaries on a consolidated basis; unless in any such transaction (or series) contemplated by Clause (a), any Person unless(b) or (c) above: (1a) in case the Company shall consolidate with or merge into another Person or shall directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of such properties and assets as an entirety, the Person formed by or surviving any such consolidation or any merger into which the Company is merged or the Person which acquires by transfer, conveyance, sale, lease or other disposition all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis (if other than the for purposes of this Article 7, a "Successor Company)") shall be a corporation, partnership, limited liability company or to which such transfer or lease trust, shall have been made, is a corporation be organized and validly existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (2) the Person formed Columbia and shall expressly assume by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by an indenture supplemental indenture hereto executed and delivered to the Trustee, inform in form satisfactory to the Trustee, the due and punctual payment of the principalprincipal of, premium, if any, interest, if any and any Additional Amounts, with respect to interest on all of the Securities and the performance or observance of every covenant under agreement of this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indentureor observed; (3b) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists shall have occurred and is be continuing; and (4c) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take established with respect to such steps as shall be necessary effectively series of Securities pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3.1. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or sell, transfer, lease or otherwise dispose of its properties and assets as, or substantially as, an entirety to, any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease all or its properties and assets substantially all of its assets toas an entirety to the Company, any Person unless: (a) (1) the Person formed by Company will be the surviving entity or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer sale, transfer, lease or other disposition shall have been made, is an entity (b) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, transfer, lease or other disposition shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment obligations of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of Company under the Securities and the performance or observance of every covenant under this Indenture Indenture, and the Securities on the part of the Company to be performed under the Securities, the coupons and this IndentureIndenture will remain in full force and effect as so supplemented; (3c) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists and is continuingexists; and (4d) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take established with respect to such steps as shall be necessary effectively series of Securities pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3.1. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event Upon any consolidation of the assumption Company with, or merger of the Company into, any other Person or any sale, transfer, lease or other disposition of properties and assets of the Company as, or substantially as, an entirety in accordance with this Section 7.1, the successor Person formed by a successor corporation as provided in clause (2) abovesuch consolidation or into which the Company is merged or to which such sale, such successor corporation transfer, lease or other disposition is made shall succeed to and be substituted for for, and may exercise every right and power of, the Company hereunder and under the Securities and any interest coupons appertaining thereto with the same effect as if it such successor Person had been named hereunder and thereunder andand thereafter, except in the case of a lease, any coupons appertaining thereto the predecessor Person shall be relieved of all obligations and all such obligations of covenants under this Indenture and the Company shall terminateSecurities.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) shall not, and shall not permit any Restricted Subsidiary to, consolidate with or merge into any Person, in the case of a Restricted Subsidiary, in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary, unless such Restricted Subsidiary consolidates with or intomerges into a Wholly Owned Restricted Subsidiary; (b) shall not permit any Person other than a Wholly Owned Restricted Subsidiary to consolidate with or merge into (i) the Company or (ii) any Restricted Subsidiary in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary; (c) shall not, directly or transfer indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis; and (d) shall not, and shall not permit any Restricted Subsidiary to, in one or a series of transactions, acquire Capital Stock of or other ownership interests in any other Person such that such other Person becomes a Restricted Subsidiary; unless in any such transaction (or series) contemplated by Clause (a), (b), (c) or (d) above: (a) in case the Company shall consolidate with or merge into another Person or shall directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets toas an entirety, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger into which the Company is merged or the Person which acquires by transfer, conveyance, sale, lease or other disposition all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis (if other than the for purposes of this Article 7, a "Successor Company)") shall be a corporation, partnership, limited liability company or to which such transfer or lease trust, shall have been made, is a corporation be organized and validly existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (2) the Person formed Columbia and shall expressly assume by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by an indenture supplemental indenture hereto executed and delivered to the Trustee, inform in form satisfactory to the Trustee, the due and punctual payment of the principalprincipal of, and premium, if any, interest, if any and any Additional Amounts, with respect to interest on all of the Securities and the performance or observance of every covenant under agreement of this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indentureor observed; (3b) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists shall have occurred and is be continuing; and (4c) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take established with respect to such steps as shall be necessary effectively series of Securities pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3.1. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not consolidate with or merge with into any other corporation or into, sell or transfer or lease convey all or substantially all of its assets toto any Person, any Person unless: (1) unless the Person corporation formed by or surviving any such consolidation or any merger (if other than into which the Company), Company is merged or to the Person which such transfer acquires by sale or lease conveyance all or substantially all of the assets of the Company shall have been made, is be a corporation organized and existing under the laws of the United States, States of America or any State thereof or the District of Columbia;, and shall execute and deliver to the Pass Through Trustee an agreement in form reasonably satisfactory to the Pass Through Trustee containing an assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement to which the Company is a party. (2b) Immediately after giving effect to such transaction, no Event of Default and no Indenture Default, and no event that, after notice or lapse of time, or both, would become an Event of Default or an Indenture Default, shall have occurred and be continuing. Upon any consolidation or merger, or any sale or conveyance, of all or substantially all of the Person assets of the Company, the successor corporation formed by or surviving any such consolidation or merger (if other than into which the Company), Company is merged or to which such transfer sale or lease conveyance is made shall have been madesucceed to, expressly assumes by supplemental indenture hereto executed and delivered to the Trusteebe substituted for, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any may exercise every right and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriespower of, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities Agreement with the same effect as if it such successor corporation had been named hereunder and thereunder and, except in as the case Company herein. No such sale or conveyance of a lease, any coupons appertaining thereto and all such obligations or substantially all of the assets of the Company as an entirety shall terminatehave the effect of releasing the Company or any successor corporation which shall theretofore have become such from its liability hereunder. (c) The Pass Through Trustee may accept an Officer's Certificate and an Opinion of Counsel of the Company as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption complies with the provisions of this Section 5.2. -27- 29 ARTICLE VI

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer sell, transfer, lease or lease all otherwise dispose of its properties and assets as, or substantially all of its assets as, an entirety to, any Person unless: (1) (A) the Company will be the surviving entity or (B) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, is a corporation an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer sale, transfer, lease or lease other disposition shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment obligations of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of Company under the Securities and the performance or observance of every covenant under this Indenture Indenture, and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture;Indenture will remain in full force and effect as so supplemented; and (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured therebyexists. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing 75 84 effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event Upon any consolidation of the assumption Company with, or merger of the Company into, any other Person or any sale, transfer, lease or other disposition of properties and assets of the Company as, or substantially as, an entirety in accordance with this Section 7.1, the successor Person formed by a successor corporation as provided in clause (2) abovesuch consolidation or into which the Company is merged or to which such sale, such successor corporation transfer, lease or other disposition is made shall succeed to and be substituted for for, and may exercise every right and power of, the Company hereunder and under the Securities and any interest coupons appertaining thereto with the same effect as if it such successor Person had been named hereunder and thereunder andand thereafter, except in the case of a lease, any coupons appertaining thereto the predecessor Person shall be relieved of all obligations and all such obligations of covenants under this Indenture and the Company shall terminateSecurities.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) shall not consolidate with or merge into any Person; (b) shall not permit any Person other than a Restricted Subsidiary to consolidate with or intomerge into the Company or; (c) shall not, directly or transfer indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis; unless in any such transaction (or series) contemplated by Clause (a), (b) or (c) above: (a) in case the Company shall consolidate with or merge into another Person or shall directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets toas an entirety, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger into which the Company is merged or the Person which acquires by transfer, conveyance, sale, lease or other disposition all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis (if other than the for purposes of this Article 7, a "Successor Company)") shall be a corporation, partnership, limited liability company or to which such transfer or lease trust, shall have been made, is a corporation be organized and validly existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (2) the Person formed Columbia and shall expressly assume by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by an indenture supplemental indenture hereto executed and delivered to the Trustee, inform in form satisfactory to the Trustee, the due and punctual payment of the principalprincipal of, premium, if any, interest, if any and any Additional Amounts, with respect to interest on all of the Securities and -71- 81 the performance or observance of every covenant under agreement of this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indentureor observed; (3b) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists shall have occurred and is be continuing; and (4c) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take established with respect to such steps as shall be necessary effectively series of Securities pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3.1. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or sell, transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation Person as provided in clause (2) above, such successor corporation Person shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The (a) Neither the Company nor the Guarantor shall, nor shall not the Guarantor permit or cause the Company to, consolidate with or merge with into any other Person or intoconvey, or transfer or lease all or substantially all of its assets toin a single transaction or series of transactions to any Person, any Person unless: unless (1i) the Person successor formed by or surviving any such consolidation or any the survivor of such merger (if other than or the Company)Person which acquires by conveyance, or to which such transfer or lease all or substantially all of the assets of the Company or the Guarantor as an entirety, as the case may be, shall have been made, is be a corporation Person organized and existing under the laws of the United States, States of America or any State state thereof or the District of Columbia; (2) , and unless such Person is the Guarantor, such Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform Trustee an agreement in form reasonably satisfactory to the Trustee, Trustee containing an assumption by such Person of the due and punctual payment performance and observance of each covenant and condition of this Indenture, the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities Note Purchase Agreements and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company Notes applicable to be performed under the Securities, the coupons and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor PersonGuarantor, as the case may be, and (ii) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall take such steps as shall have occurred and be necessary effectively to secure such Securities equally and ratably with continuing. (b) Upon any consolidation or merger, or any conveyance, transfer or lease of all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that or substantially all conditions precedent to the consummation of the transaction assets of the Company or the Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as applicable, under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it such Person had been named hereunder and thereunder andas such party herein. No such consolidation or merger or conveyance, except in transfer or lease of all or substantially all of the case of a lease, any coupons appertaining thereto and all such obligations assets of the Company or the Guarantor as an entirety, as applicable, shall terminatehave the effect of releasing such party or any successor Person which shall theretofore have become such from its liability hereunder or under the Note Purchase Agreements or the Notes. (c) The Company or the Guarantor, as applicable, shall deliver to the Trustee an Opinion of Counsel of the Company or the Guarantor that any such consolidation, merger, transfer, lease or conveyance, and any such assumption agreement complies with the provisions of this Section 6.07, including the enforceability of the Guarantor's obligations against such successor Person.

Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not consolidate with or merge with into any other corporation or into, sell or transfer or lease convey all or substantially all of its assets toto any Person, any Person unless: (1) unless the Person corporation formed by or surviving any such consolidation or any merger (if other than into which the Company is merged or the Person which acquires by sale or conveyance all or substantially all of the assets of the Company), or to which such transfer or lease shall have been made, is be a corporation organized and existing under the laws of the United States, States of America or any State thereof or the District of Columbia;, and shall execute and deliver to the Pass Through Trustee an agreement in form reasonably satisfactory to the Pass Through Trustee containing an assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement to which the Company is a party. (2b) Immediately after giving effect to such transaction, no Event of Default, no Indenture Default, no Equipment Trust Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, an Indenture Default or an Equipment Trust Default, shall have occurred and be continuing. Upon any consolidation or merger, or any sale or conveyance, of all or substantially all of the Person assets of the Company, the successor corporation formed by or surviving any such consolidation or merger (if other than into which the Company), is merged or to which such transfer sale or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and conveyance is continuing; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation made shall succeed to to, and be substituted for for, and may exercise every right and power of, the Company hereunder and Company, under the Securities this Agreement with the same effect as if it such successor corporation had been named hereunder as the Company, herein. No such sale or conveyance of all or substantially all of the assets of the Company, as an entirety shall have the effect of releasing the Company, or any successor corporation which shall theretofore have become such from its liability hereunder. (c) The Pass Through Trustee may accept an Officer's Certificate and thereunder and, except in the case an Opinion of a lease, any coupons appertaining thereto and all such obligations Counsel of the Company shall terminateas conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption complies with the provisions of this Section 5.2.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless: (1a) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part obligations of the Company to be performed under the Securities, the coupons Securities and this Indenture; (3c) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction transaction, no Default or Event of Default exists and is continuingexists; and (4d) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2b) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to all the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part obligations of the Company to be performed under the Securities, the coupons Securities and this Indenture; (3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuingexists; and (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Officer's Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, and any coupons appertaining thereto and all such obligations of the Company shall terminate.

Consolidation, Merger or Sale of Assets Permitted. The Company (a) shall not consolidate with or merge into any Person; (b) shall not permit any Person other than a Restricted Subsidiary to consolidate with or intomerge into the Company or (c) shall not, directly or transfer indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis; unless in any such transaction (or series) contemplated by Clause (a), (b) or (c) above: (a) in case the Company shall consolidate with or merge into another Person or shall directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets toas an entirety, any Person unless: (1) the Person formed by or surviving any such consolidation or any merger into which the Company is merged or the Person which acquires by transfer, conveyance, -71- 80 sale, lease or other disposition all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis (if other than the for purposes of this Article 7, a "Successor Company)") shall be a corporation, partnership, limited liability company or to which such transfer or lease trust, shall have been made, is a corporation be organized and validly existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (2) the Person formed Columbia and shall expressly assume by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by an indenture supplemental indenture hereto executed and delivered to the Trustee, inform in form satisfactory to the Trustee, the due and punctual payment of the principalprincipal of, premium, if any, interest, if any and any Additional Amounts, with respect to interest on all of the Securities and the performance or observance of every covenant under agreement of this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indentureor observed; (3b) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company such consolidation, merger, sale, transfer, lease or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction other disposition, no Default or Event of Default exists shall have occurred and is be continuing; and (4c) if, as a result with respect to any series of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any seriesSecurities, the Company or satisfies such successor Personother conditions, as the case may beif any, shall take established with respect to such steps as shall be necessary effectively series of Securities pursuant to secure such Securities equally and ratably in accordance with all indebtedness secured therebySection 3.1. The Company shall deliver to the Trustee prior to the proposed transaction consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the such transaction under this Indenture Section 7.1 have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereunder and, except in the case of a lease, any coupons appertaining thereto and all such obligations of the Company shall terminate.