Common use of Subsidiary Guarantors May Consolidate, Etc Clause in Contracts

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture Agreement or in any of the Senior Notes Loan shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, sale or conveyance, the Guarantee given by such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5Section 6.6, nothing contained in this Indenture Agreement or in any of the Senior Notes Loan shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation or corporations other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); provided that, subject to Sections 10.4 and 10.6(a), (i) authorized to acquire and operate the same if immediately after giving effect to such transaction, and giving effect thereto, no Potential Event of Default or Event of Default exists; providedshall have occurred as a result of such transaction and be continuing, however, that each Subsidiary Guarantor hereby covenants and agrees that, (ii) upon any such consolidation, merger, sale or conveyance, the Guarantee of such Subsidiary Guarantee endorsed on the Senior NotesGuarantor set forth in this Article 10, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Agreement to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by an agreement or supplemental indenture reasonably satisfactory in form and substance to the TrusteeAdministrative Agent, executed and delivered to the TrusteeAdministrative Agent, by the corporation formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation which that shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by an agreement or supplemental indenture, indenture executed and delivered to the Trustee Administrative Agent and reasonably satisfactory in form and substance to the Trustee, Administrative Agent of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Agreement to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company Anvil or another Subsidiary Guarantor, or shall prevent any sale the transfer of all or conveyance substantially all of the property assets of a Subsidiary Guarantor (other than to Anvil or another Subsidiary Guarantor. Upon any such consolidation, merger, transfer or sale, the Residual Collateral Trusts) as an entirety, Subsidiary Guarantee of such Subsidiary Guarantor shall no longer have any force or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Each Subsidiary Guarantor (other than the Residual Collateral Trusts) shall not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entityentity other than Anvil or another Subsidiary Guarantor unless (i) subject to the provisions of Section 11.4 hereof, whether the entity or not affiliated with Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or successive consolidations or mergers in which a other disposition shall have been made assumes all the obligations of such Subsidiary Guarantor or under its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, Guarantee and this Indenture pursuant to a corporation other than supplemental indenture in form and substance reasonably satisfactory to the Company Trustee; (whether or not affiliated with the Subsidiary Guarantorii) authorized to acquire and operate the same if immediately after giving effect to such transaction, transaction no Default or Event of Default exists; provided, however, that each (iii) such Subsidiary Guarantor hereby covenants or the entity or Person formed by or surviving any such consolidation or merger (if other than Subsidiary Guarantor), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction and agrees that(B) shall, upon any at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; and (iv) such Subsidiary Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee, each stating that such consolidation, merger, sale sale, assignment, transfer, lease, conveyance or conveyancedisposition and such supplemental indenture, the Subsidiary Guarantee endorsed on the Senior Notesif any, comply with this Indenture and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by that such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergeris enforceable. In case of any such consolidation, merger, sale merger or conveyance transfer of assets and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee Guarantees endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary such Guarantor, such successor corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company Anvil and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding . (c) The Trustee, subject to the foregoingprovisions of Section 11.4 hereof, the Residual Collateral Trusts shall not merge be entitled to receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or consolidate into any other Personconveyance, and no Person any such assumption of Obligations, comply with the provisions of this Section 11.3. Such Officers' Certificate and Opinion of Counsel shall merge or consolidate into comply with the Residual Collateral Trustsprovisions of Section 12.5 hereof.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) . Except as set forth in Articles 4 and 5, nothing contained otherwise provided in this Indenture or in Section 11.04, the Issuer and Parent will not permit any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) to consolidate or merge with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into Person (whether or not such Subsidiary Guarantor is the surviving Personcorporation) another corporationor sell, Person assign, transfer, lease, convey or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance otherwise dispose of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety all or substantially as an entiretyall of its properties or assets, in one or more related transactions to a corporation other than the Company another Person, unless: (whether or not affiliated with the Subsidiary Guarantor1) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any ; (2) either (i) such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in entity or the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation Person formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organized or under the laws the United States, any state of the United States or the District of Columbia and (ii) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of such Subsidiary Guarantor under such Subsidiary Guarantor's Note Guarantee, this Indenture and the Security Documents, in each case pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; or (b) in the case of a Subsidiary Guarantor that has been disposed of in its entirety to another Person (other than to the Issuer or any Affiliate of the Issuer), whether through a merger, consolidation or sale of Capital Stock or assets, the Issuer delivers an Officers' Certificate to the Trustee to the effect that the Issuer will comply with its obligations under Section 4.10 in respect of such sale or other disposition; and (3) the Issuer delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) complies with this Indenture. In case of any such consolidation, merger, sale or conveyance disposition and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit F hereto, of the Subsidiary Note Guarantee endorsed upon the Senior Notes and the due and punctual performance 104 of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation shall Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Notwithstanding Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the foregoingNotes will prevent any consolidation or merger of a Subsidiary Guarantor with or into Parent, the Residual Collateral Trusts shall not merge Issuer or consolidate into another Subsidiary Guarantor, or will prevent any other Personsale or disposition of all or substantially all of the assets of a Subsidiary Guarantor to Parent, and no Person shall merge the Issuer or consolidate into the Residual Collateral Trustsanother Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, Etc. On Certain TermsON CERTAIN TERMS. (a) Except as set forth in Notwithstanding Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit (i) a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of (ii) a merger between a Subsidiary Guarantor and the Company (other than iii) a liquidation, dissolution or winding up of any Inactive Subsidiary resulting in the Residual Collateral Trusts) as an entiretytransfer or distribution of all the assets and properties of such Inactive Subsidiary to the Company or to any Subsidiary Guarantor, or substantially as an entirety(iv) a sale, to the Companylease, unless immediately after giving effect to such transaction, transfer or other disposition of a Default or Event of Default existsNon-Core Fixed Asset. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a No Subsidiary Guarantor (other than the Residual Collateral Trusts) shall consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (other than Non-Core Fixed Assets) in one or more related transactions to another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which other than with respect to a merger between a Subsidiary Guarantor and another Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of merger between a Subsidiary Guarantor and the Company or a liquidation, dissolution or winding up of an inactive Subsidiary permitted under in Section 10.3(a)(iii) hereof, (i) the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized or to acquire which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) subject to the provisions of Section 10.4 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, assumes all the obligations of such Subsidiary Guarantor under the Notes and operate this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the same if Trustee; (iii) immediately before or immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, (iv) the Subsidiary Guarantee endorsed on Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (Consolidated Coverage Ratio test set forth in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements first paragraph of Section 5.01(a)(ii4.11 hereof. (c) (with respect to In the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor; provided that, solely for purposes of computing pro forma EBITDA and the Consolidated Coverage Ratio for purposes of Section 4.11 hereof, the pro forma EBITDA of any Person other than the Company and its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. . (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, Subject to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. paragraph (b) Except as set forth in Articles 4 and 5of this Section 10.02, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person unless (i) the Person formed by or entity, whether surviving any such consolidation or not affiliated with merger (if other than such Subsidiary Guarantor, or successive consolidations or mergers in which a ) assumes all the obligations of such Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of under this Indenture and the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, Securities pursuant to a corporation other than supplemental indenture, in a form reasonably satisfactory to the Company Trustee, (whether or not affiliated with the Subsidiary Guarantorii) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to such Subsidiary Guarantor or Person formed by or surviving any such consolidation or mergermerger will have Consolidated Tangible Net Worth (immediately after the transaction) equal to or greater than the Consolidated Tangible Net Worth of such Subsidiary Guarantor immediately preceding the transaction and (iv) the Company will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In case of connection with any such consolidationconsolidation or merger contemplated by this Section 10.02, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered Company shall deliver to the Trustee and satisfactory in form and substance prior to the Trustee, consummation of the Subsidiary Guarantee endorsed upon proposed transaction an Officers' Certificate to the Senior Notes foregoing effect and an Opinion of Counsel stating that the due proposed transaction and punctual performance of all of the covenants and conditions of such supplemental indenture comply with this Indenture, . This Section 10.02(a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Collateral Agreements Company and the Related Agreements to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale the transfer of all or conveyance substantially all of the property assets of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, transfer or sale, the Subsidiary Guarantee of such transaction, a Default transferor Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5Subject to the provisions of Section 12.04, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a each Subsidiary Guarantor (other than the Residual Collateral Trusts) shall not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor), or successive consolidations sell, assign, transfer, lease, convey or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance otherwise dispose of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety all or substantially as an entiretyall of its properties or assets in one or more related transactions, to a corporation another Person other than the Company or another Subsidiary Guarantor unless (whether i) the Person formed by or not affiliated with the surviving any such consolidation or merger (if other than such Subsidiary Guarantor) authorized or the Person to acquire which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "SURVIVING ENTITY") assumes all the Guarantee Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and operate this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the same if Trustee; (ii) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; provided, however, that each (iii) the Surviving Entity (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor hereby covenants immediately preceding the transaction and agrees that(B) the Company shall, upon at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; (iv) the Surviving Entity causes such amendments, supplements or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (v) the Collateral owned by or transferred to the Surviving Entity shall (1) continue to constitute Collateral under the Indenture and the Collateral Documents, (2) shall be subject to the Lien in favor of the Trustee for the benefit of the holders of the Notes and (3) shall not be subject to any Lien other than Collateral Permitted Liens; (vi) the property and assets of the Person which is merged or consolidated with or into the Surviving Entity, to the extent that they are property and assets of types which would constitute Collateral under the Collateral Documents, shall be treated as After-Acquired Property and the Surviving Entity shall take such actions as may be necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Indenture; and (vii) such Subsidiary Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee, each stating that such consolidation, merger, sale sale, assignment, transfer, lease, conveyance or conveyancedisposition and such supplemental indenture, the Subsidiary Guarantee endorsed on the Senior Notesif any, comply with this Indenture and that such supplemental indenture, and the due and punctual performance and observance of all of the covenants and conditions of this IndentureIndenture as supplemented thereby, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergerare enforceable. In case of any such consolidation, merger, sale merger or conveyance transfer of assets and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon Guarantees of the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the such Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the notations of Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued after the Issue Date shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date Issue Date. (c) The Trustee, subject to the provisions of the execution Section 12.04 hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge be entitled to receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or consolidate into any other Personconveyance, and no Person any such assumption of Guarantee Obligations, comply with the provisions of this Section 12.03. Such Officers' Certificate and Opinion of Counsel shall merge or consolidate into comply with the Residual Collateral Trustsprovisions of Section 13.05.

Subsidiary Guarantors May Consolidate, Etc. On Certain TermsON CERTAIN TERMS. (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of the Partnership or a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company Partnership or another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, entirety or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default Partnership or Event of Default existsanother Subsidiary Guarantor. (b) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (with or into another Person other than the Residual Collateral Trusts) with Partnership or into (whether or not such another Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, (whether or not affiliated with such the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation person other than the Company Partnership (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default existssame; provided, however, that such transaction meets all of the following requirements: (i) each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notescontained herein, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the mergermerger or consolidation), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation Person formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation Person which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (viii) shall be satisfied with respect immediately after giving effect to any such consolidation transaction, no Default or mergerEvent of Default exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, Person by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes Guarantees contained herein and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary notations of the Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale the transfer of all or conveyance substantially all of the property assets of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, transfer or sale, the Subsidiary Guarantee of such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5Subject to the provisions of Section 12.04, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a each Subsidiary Guarantor (other than the Residual Collateral Trusts) shall not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor), or successive consolidations sell, assign, transfer, lease, convey or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance otherwise dispose of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety all or substantially as an entiretyall of its properties or assets in one or more related transactions, to a corporation another Person other than the Company or another Subsidiary Guarantor unless (whether i) the Person formed by or not affiliated with the surviving any such consolidation or merger (if other than such Subsidiary Guarantor) authorized or the Person to acquire which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Surviving Entity") assumes all the Guarantee Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and operate this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the same if Trustee; (ii) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; provided, however, that each (iii) the Surviving Entity (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor hereby covenants immediately preceding the transaction and agrees that(B) the Company shall, upon at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; (iv) the Surviving Entity causes such amendments, supplements or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (v) the Collateral owned by or transferred to the Surviving Entity shall (1) continue to constitute Collateral under the Indenture and the Collateral Documents, (2) shall be subject to the Lien in favor of the Trustee for the benefit 106 of the holders of the Notes and (3) shall not be subject to any Lien other than Permitted Liens; (v) the property and assets of the person which is merged or consolidated with or into the Surviving Entity, to the extent that they are property and assets of types which would constitute Collateral under the Collateral Documents, shall be treated as After-Acquired Property and the Surviving Entity shall take such actions as may be necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Indenture; and (vi) such Subsidiary Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee, each stating that such consolidation, merger, sale sale, assignment, transfer, lease, conveyance or conveyancedisposition and such supplemental indenture, the Subsidiary Guarantee endorsed on the Senior Notesif any, comply with this Indenture and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by that such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergeris enforceable. In case of any such consolidation, merger, sale merger or conveyance transfer of assets and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee Guarantees endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary such Guarantor, such successor corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding . (c) The Trustee, subject to the foregoingprovisions of Section 12.04 hereof, the Residual Collateral Trusts shall not merge be entitled to receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or consolidate into any other Personconveyance, and no Person any such assumption of Guarantee Obligations, comply with the provisions of this Section 12.03. Such Officers' Certificate and Opinion of Counsel shall merge or consolidate into comply with the Residual Collateral Trustsprovisions of Section 12.05.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to and the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a No Subsidiary Guarantor (other than the Residual Collateral Trusts) shall consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which other than with respect to a merger between a Subsidiary Guarantor and another Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of merger between a Subsidiary Guarantor and the Company, (i) subject to the provisions of Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor pursuant to acquire a supplemental indenture substantially in the form of Exhibit F hereto, under the Senior Notes and operate the same if this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by (iii) such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation or any Person formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to surviving any such consolidation or merger. , would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction; and (iv) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (c) In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit F hereto, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor; provided that, solely for purposes of computing Consolidated Net Income for purposes of clause (b) of the first paragraph of Section 4.07 hereof, the Consolidated Net Income of any Person other than the Company and its Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to and the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a No Subsidiary Guarantor (other than the Residual Collateral Trusts) shall consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which other than with respect to a merger between a Subsidiary Guarantor and another Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of merger between a Subsidiary Guarantor and the Company, (i) subject to the provisions of Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor pursuant to acquire a supplemental indenture substantially in the form of EXHIBIT C hereto, under the Senior Notes and operate the same if this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by (iii) such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation or any Person formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to surviving any such consolidation or merger. In case , will have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of any such consolidationSubsidiary Guarantor immediately preceding the transaction; (iv) the Company will, mergerat the time of such transaction, sale or conveyance and upon after giving pro forma effect thereto as if such transaction had occurred at the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, beginning of the Subsidiary Guarantee endorsed upon applicable four-quarter period, have a Fixed Charge Coverage Ratio of at least 2 to 1 for the Company's most recently ended four full fiscal quarters for which internal financial statements are available; and (v) the Senior Notes and the due and punctual performance of continue to be secured by a lien in substantially all of the covenants assets of the combined company (other than the equipment, fixtures and conditions real property of this Indenture, the Collateral Agreements and the Related Agreements to be performed by the Person merged with or into such Subsidiary Guarantor), such successor corporation shall succeed junior only to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all liens in respect of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral TrustsCredit Facilities.

Subsidiary Guarantors May Consolidate, Etc. On Certain TermsON CERTAIN TERMS. (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this the Indenture or in any of the Senior Notes Securities shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company an Issuer or another Subsidiary Guarantor, Guarantor that is a Wholly-Owned Subsidiary of an Issuer or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, entirety or substantially as an entirety, to an Issuer or another Subsidiary Guarantor that is a Wholly-Owned Subsidiary of an Issuer. Upon any such consolidation, merger, sale, or conveyance, the Company, unless immediately after giving effect to Subsidiary Guarantee given by such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5, nothing Nothing contained in this the Indenture or in any of the Senior Notes Securities shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether a Person or not such Persons other than an Issuer or another Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, (whether or not affiliated with such the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation Person other than the Company an Issuer or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); provided, however, that, subject to Sections 10.06 and 10.08(a) authorized to acquire and operate of the same if Indenture, (x) (i) immediately after such transaction and giving effect to such transactionthereto, no Default or Event of Default exists; providedshall have occurred as a result of such transaction and be continuing, howeveror (ii) such transaction does not violate any covenants set forth in the Indenture, that and (y) (i) the respective transaction is treated as an Asset Disposition for purposes of Section 4.10 and Section 3.09 of the Indenture or (ii) if the surviving Person is not the Subsidiary Guarantor, each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notesset forth herein, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to to, and be substituted for for, the Subsidiary Guarantor with the same effect as if it had been named herein in the Indenture as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale the transfer of all or conveyance substantially all of the property assets of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, transfer or sale, the Subsidiary Guarantee of such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth provided in Articles 4 and 5Section 10.03(a), nothing contained or a transaction referred to in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Section 10.04, no Subsidiary Guarantor (other than the Residual Collateral Trusts) shall, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Personcorporation) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation entity other than the Company or another Subsidiary Guarantor unless (whether i) subject to the provisions of Section 10.04 hereof, the entity or not affiliated with the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor under its Guarantee and this Indenture pursuant to acquire and operate a supplemental indenture in a form reasonably satisfactory to the same if Trustee; (ii) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; provided(iii) the Company shall, howeverafter giving PRO FORMA effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, that each be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09; and (iv) such Subsidiary Guarantor hereby covenants shall have delivered to the Trustee an Officers' Certificate and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance an Opinion of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance Counsel addressed to the Trustee, executed and delivered to the Trustee, by the corporation formed by each stating that such consolidation or into which the Subsidiary Guarantor shall have been mergedmerger and such supplemental indenture, or by the corporation which shall have acquired if any, comply with this Indenture and that such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergersupplemental indenture is enforceable. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee Guarantees endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary such Guarantor, such successor corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts The requirements of clause (iii) of this Section 10.03(b) shall not merge apply in the case of a consolidation or consolidate merger with or into the Company or any other PersonSubsidiary Guarantor. (c) The Trustee, subject to the provisions of Section 10.04 hereof, shall be entitled to receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and no Person any such assumption of Obligations, comply with the provisions of this Section 10.03. Such Officers' Certificate and Opinion of Counsel shall merge or consolidate into comply with the Residual Collateral Trustsprovisions of Section 12.05.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, Subject to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. paragraph (b) Except as set forth in Articles 4 and 5of this Section 10.02, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person unless (i) the Person formed by or entity, whether surviving any such consolidation or not affiliated with merger (if other than such Subsidiary Guarantor, or successive consolidations or mergers in which a ) assumes all the obligations of such Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of under this Indenture and the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, Securities pursuant to a corporation other than supplemental indenture, in a form reasonably satisfactory to the Company Trustee, (whether or not affiliated with the Subsidiary Guarantorii) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each (iii) such Subsidiary Guarantor hereby covenants and agrees that, upon or Person formed by or surviving any such consolidationconsolidation or merger will have Consolidated Tangible Net Worth (immediately after the transaction) equal to or greater than the Consolidated Tangible Net Worth of such Subsidiary Guarantor immediately preceding the transaction and (iv) the Company will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of 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. This Section 10.02 (a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor or a sale or other disposition of al1 of the Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the event of a sale or conveyanceother disposition, the Subsidiary Guarantee endorsed on the Senior Notesby way of such a merger, and the due and punctual performance and observance consolidation or otherwise, of all of the covenants and conditions Capital Stock of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed ) or the Person acquiring the assets (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, a sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, other disposition of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all or substantially all of the covenants assets of such Subsidiary Guarantor) will be released and conditions relieved of this Indentureany obligations under its Guarantees; provided that in the event such sale or disposition constitutes an Asset Sale, the Collateral Agreements and the Related Agreements to be performed by the Subsidiary Guarantor, Net Available Proceeds of such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any sale or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued other disposition are applied in accordance with the terms provisions of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trustsdescribed under Section 4.11.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms. (a) ON CERTAIN TERMS. ------------------------------------------------------------- Except as set forth otherwise provided in Articles 4 and 5Section 10.05 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary GuarantorGuarantor unless: (a) subject to Section 10.05 hereof, the Person formed by or successive consolidations surviving any such consolidation or mergers in which merger (if other than a Subsidiary Guarantor or its successor or successors shall be a party or partiesthe Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, pursuant to a corporation other than supplemental indenture in form and substance reasonably satisfactory to the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transactionTrustee, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyanceunder this Indenture, the Subsidiary Guarantee endorsed and the Registration Rights Agreement on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed terms set forth herein or therein; and (in the event that b) the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, complies with the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergerArticle 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other PersonExcept as set forth in Articles 4 and 5 hereof, and no Person notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall merge prevent any consolidation or consolidate merger of a Subsidiary Guarantor with or into the Residual Collateral TrustsCompany or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, all or substantially as an entirety, all of its assets to the Company, unless immediately after giving effect to such transaction, a Default Company or Event of Default existsanother Subsidiary Guarantor. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of The Company may not sell the Senior Notes shall prevent any consolidation or merger Capital Stock of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which and a Subsidiary Guarantor may not consolidate with or its successor merge into or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety sell all or substantially as an entirety, all of its assets (in a single transaction or series of related transactions) to a corporation any Person other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Company or the Subsidiary Guarantor), unless (i) authorized with respect to acquire and operate a consolidation or merger of such Subsidiary Guarantor, either (A) (1) the same if surviving entity is a Restricted Subsidiary of the Company or, as a result of the transaction, becomes a Restricted Subsidiary of the Company, (2) the surviving entity remains a Restricted Subsidiary of the Company or, simultaneously with the consummation of the transaction, is designated as a Restricted Subsidiary of the Company, (3) immediately after giving effect to such transactiontransaction on a pro forma basis, no the Company would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.07(a), (4) if the surviving entity is not the Subsidiary Guarantor, the surviving entity agrees to assume such Subsidiary Guarantor's Guarantee and all its obligations pursuant to this Indenture in accordance with the provisions of Section 12.03, and (5) such transaction does not (x) violate any covenant in the Indenture or (y) result in a Default or an Event of Default immediately thereafter that is continuing or (B)(1) such transaction is made in accordance with Section 4.09 and (2) such transaction does not (x) violate any other covenant in the Indenture or (y) result in a Default or Event of Default exists; provided, however, immediately thereafter that each Subsidiary Guarantor hereby covenants is continuing and agrees that, upon any such consolidation, merger, (ii) with respect to the sale of the Capital Stock or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all or substantially all of the covenants and conditions assets of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (A) such transaction is made in accordance with Section 4.09 and (B) such transaction does not (x) violate any other covenants in the event Indenture or (y) result in a Default or Event of Default immediately thereafter that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such propertycontinuing. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon involving the assumption by the successor corporationentity of a Subsidiary Guarantor's obligations under the Indenture, such successor entity shall assume such obligations by supplemental indenture, indenture executed and delivered to the Trustee in accordance with the provisions of Section 12.03. Upon execution and satisfactory in form and substance to the Trustee, delivery of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by the Subsidiary Guarantorsuch supplemental indenture, such successor corporation entity shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to and the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5Subject to Section 11.04 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers Guarantor unless (i) except in which the case of a merger of such Subsidiary Guarantor with or its successor into the Company or successors shall be a party or parties, or shall prevent any sale or conveyance another Subsidiary Guarantor and subject to the provisions of the property of a Subsidiary Guarantor following paragraph, the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor pursuant to acquire a supplemental indenture in form and operate substance reasonably satisfactory to the same if Trustee, under the Notes, this Indenture and the Registration Rights Agreement, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each exists and (iii) except in the case of a merger of such Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale with or conveyance, into the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Company or another Subsidiary Guarantor, shall the Company would be expressly assumed (in permitted by virtue of the event that the Subsidiary Guarantor is not the surviving corporation in the merger)Company's pro forma Fixed Charge Coverage Ratio, by supplemental indenture satisfactory in form and substance immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Trustee, executed and delivered to Fixed Charge Coverage Ratio test set forth in Section 4.09 hereof. (c) In the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit E --------- hereto, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than and the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default existsIssuers. (b) Except as set forth provided in Articles 4 and 5, nothing contained in this Indenture Section 11.3(a) hereof or in any of the Senior Notes shall prevent any consolidation or merger of a transaction referred to in Section 11.4 hereof, no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance subject to the provisions of the property of a Subsidiary Guarantor following paragraph, (i) the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor pursuant to acquire a supplemental indenture in form and operate substance reasonably satisfactory to the same if Trustee, under the Notes and the Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by (iii) such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation or any Person formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to surviving any such consolidation or merger, would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction; and (iv) Foamex would be permitted by virtue of Foamex's pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.9. The requirements of clauses (iii) and (iv) of this paragraph will not apply in the case of a consolidation with or merger with or into any other Person if the acquisition of all of the Equity Interests in such Person would have complied with the provisions of Sections 4.7 and 4.9 hereof. (c) In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit D hereto, of the Subsidiary Note Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor; provided that, solely for purposes of computing Consolidated Net Income for purposes of clause (b) of the first paragraph of Section 4.7 hereof, the Consolidated Net Income of any Person other than the Issuers and their respective Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All of the Subsidiary Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in the Notes shall prevent (i) any consolidation or merger of a Subsidiary Guarantor with or into the Company or any other Subsidiary Guarantor, (ii) any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the Company or any other Subsidiary Guarantor or (iii) the Merger. (b) Except as set forth in Article 4, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (with or into a Person or Persons other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a other Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entityeach case, whether or not affiliated with such the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation Person other than the Company or any other Subsidiary Guarantor (in each case, whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transactionsame; PROVIDED, no Default or Event of Default exists; provided, howeverHOWEVER, that each Subsidiary Guarantor hereby covenants and agrees that, : (i) upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation Person in the merger), by supplemental indenture satisfactory substantially in the form and substance to the Trusteeof EXHIBIT E hereto, executed and delivered to the Trustee, by the corporation Person formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation Person which shall have acquired such property. In addition; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the requirements Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of Section 5.01(a)(ii) (with respect additional Indebtedness pursuant to the Subsidiary Fixed Charge Coverage Ratio test set forth in Section 4.09. The foregoing will not prohibit (i) any consolidation or merger of a Guarantor with or into the Company or any other Guarantor’s obligations), (ii) any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company or any other Subsidiary Guarantor or (iii), ) the Merger. (iv), (vc) and (vi) shall be satisfied with respect to any such consolidation or merger. In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof EXHIBIT E hereto, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Terms No Subsidiary Guarantor (other than the Residual Collateral Trusts) with may consolidate, merge or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) amalgamate with or into (whether or not such Subsidiary Guarantor is the surviving Personcorporation) another corporation, Person or entity, whether or not affiliated with such Subsidiary GuarantorGuarantor unless: 15.3.1. the Person formed by or surviving any such consolidation, merger or successive consolidations or mergers in which amalgamation (if other than a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance the Borrower) unconditionally assumes all the obligations of the property of a such Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire under this Agreement and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements pursuant to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by a supplemental indenture satisfactory agreement in form and substance reasonably satisfactory to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which Security Agent; and 15.3.2. the Subsidiary Guarantor shall have been mergedor the successor or surviving corporation, or by the corporation which shall have acquired such property. In additionas applicable, complies with the requirements of Section 5.01(a)(ii) (with respect to Article 5 of the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergerTrust Indenture. In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, agreement executed and delivered to the Trustee and satisfactory in form and substance to the TrusteeSecurity Agent, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Agreement to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding Except as set forth in Articles 4 and 5 of the foregoingTrust Indenture and notwithstanding subsections 15.3.1 and 15.3.2 above, the Residual Collateral Trusts nothing contained in this Agreement shall not merge prevent any consolidation, merger or consolidate into any other Person, and no Person shall merge amalgamation of a Subsidiary Guarantor with or consolidate into the Residual Collateral TrustsBorrower or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Borrower or another Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a A Subsidiary Guarantor (other than the Residual Collateral Trusts) may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not ‘such Subsidiary Guarantor is the surviving Person), another Person, other than the Company or another Subsidiary Guarantor, unless (1) either (A) the Person acquiring the properties or shall prevent assets in any such sale or conveyance of other disposition or the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, Person formed by or substantially as an entirety, to the Company, unless immediately after giving effect to surviving any such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (if other than such Subsidiary Guarantor), pursuant to a supplemental indenture substantially in the Residual Collateral Trusts) with or into (whether or not form of Annex A hereto, unconditionally assumes all the obligations of such Subsidiary Guarantor is under the surviving Person) another corporationNotes, Person or entity, whether or not affiliated with such this Indenture and its Subsidiary GuarantorGuarantee, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any (B) such sale or conveyance other disposition does not violate the provisions of the property of a Subsidiary Guarantor Section 4.10, and (other than the Residual Collateral Trusts2) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each . (b) Upon any consolidation or merger of a Subsidiary Guarantor hereby covenants and agrees that, upon any in circumstances in which such consolidation, merger, sale or conveyance, the Subsidiary Guarantor’s Subsidiary Guarantee endorsed on the Senior Notesis not being released, and the due and punctual performance and observance or any transfer of all or substantially all of the covenants and conditions assets of this Indenture, the Collateral Agreements and the Related Agreements to be performed by a Subsidiary Guarantor in accordance with Section 10.03(a) in circumstances in which such Subsidiary Guarantor’s Subsidiary Guarantee is not being released, shall be expressly assumed (in the event that which the Subsidiary Guarantor is not the continuing obligor under its Subsidiary Guarantee, as applicable, the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation entity formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person to which the sale, conveyance, lease, transfer, disposition or assignment is made will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as such Subsidiary Guarantor shall have been mergedand, or by except in the corporation which shall have acquired case of a lease, such property. In additionSubsidiary Guarantor will be released from the obligation to pay the principal of and interest on the Notes in respect of its Subsidiary Guarantee, the requirements and all of Section 5.01(a)(ii) (with respect to the such Subsidiary Guarantor’s obligations)other obligations and covenants under this Indenture and its Subsidiary Guarantee, if applicable. (iii), (iv), (vc) and (vi) shall be satisfied with respect to In the case of any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance merger and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Annex A hereto, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all ‘of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a A Subsidiary Guarantor (other than the Residual Collateral Trusts) may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporationPerson, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the another Subsidiary Guarantor, unless (1) authorized either (A) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor), pursuant to acquire a supplemental indenture substantially in the form of Annex A hereto, unconditionally assumes all the obligations of such Subsidiary Guarantor under the Notes, this Indenture and operate its Subsidiary Guarantee, or (B) such sale or other disposition does not violate the same if provisions of Section 4.10, and (2) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each . (b) Upon any consolidation or merger of a Subsidiary Guarantor hereby covenants and agrees that, upon any in circumstances in which such consolidation, merger, sale or conveyance, the Subsidiary Guarantor’s Subsidiary Guarantee endorsed on the Senior Notesis not being released, and the due and punctual performance and observance or any transfer of all or substantially all of the covenants and conditions assets of this Indenture, the Collateral Agreements and the Related Agreements to be performed by a Subsidiary Guarantor in accordance with Section 10.03(a) in circumstances in which such Subsidiary Guarantor’s Subsidiary Guarantee is not being released, shall be expressly assumed (in the event that which the Subsidiary Guarantor is not the continuing obligor under its Subsidiary Guarantee, as applicable, the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation entity formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person to which the sale, conveyance, lease, transfer, disposition or assignment is made will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as such Subsidiary Guarantor shall have been mergedand, or by except in the corporation which shall have acquired case of a lease, such property. In additionSubsidiary Guarantor will be released from the obligation to pay the principal of and interest on the Notes in respect of its Subsidiary Guarantee, the requirements and all of Section 5.01(a)(ii) (with respect to the such Subsidiary Guarantor’s obligations)other obligations and covenants under this Indenture and its Subsidiary Guarantee, if applicable. (iii), (iv), (vc) and (vi) shall be satisfied with respect to In the case of any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance merger and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Annex A hereto, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on ----------------------------------------------- Certain Terms.. -------------- (a) Except as set forth in Articles 4 and 5Article VIII hereof, nothing contained in this Indenture or in any of the Senior Notes Securities shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, Guarantor or shall prevent any sale sale, conveyance or conveyance other disposition of all or substantially all the property Properties of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default Company or Event of Default existsanother Subsidiary Guarantor. (b) Except as set forth in Articles 4 and 5Article VIII hereof, nothing contained in this Indenture or in any of the Senior Notes Securities shall prevent any consolidation or merger of a Subsidiary Guarantor (with or into a Person other than the Residual Collateral Trusts) with Company or into another Subsidiary Guarantor (whether or not such Subsidiary Guarantor is Affiliated with the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale sale, conveyance or conveyance other disposition of all or substantially all the property Properties of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation Person other than the Company or another Subsidiary Guarantor (whether or not affiliated Affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if same; provided, however, that (i) immediately after such transaction, and giving effect to such transactionthereto, no Default or Event of Default exists; providedshall have occurred as a result of such transaction and be continuing, however(ii) such transaction shall not violate any of the covenants of Sections 10.1 through 10.19 hereof, that and (iii) each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale sale, conveyance or conveyanceother disposition, the such Subsidiary Guarantor's Subsidiary Guarantee endorsed on set forth in this Article XIII and in a notation to the Senior NotesSecurities, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the a merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation such Person formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation which Person that shall have acquired such propertyProperty (except to the extent the following Section 13.3 would result in the release of such Subsidiary Guarantee, in which case such surviving Person or transferee of such Property shall not have to execute any such supplemental indenture and shall not have to assume such Subsidiary Guarantor's Subsidiary Guarantee). In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale sale, conveyance or conveyance other disposition and upon the assumption by the successor corporationPerson, by supplemental indenture, indenture executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, Trustee of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a the initial Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture Agreement or in any of the Senior Notes Loans shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, entirety or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, sale or conveyance, the Guarantee given by such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5Section 6.7, nothing contained in this Indenture Agreement or in any of the Senior Notes Loans shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation or corporations other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); provided that, subject to Sections 9.4 and 9.5(a), (i) authorized to acquire and operate the same if immediately after giving effect to such transaction, and giving effect thereto, no Potential Event of Default or Event of Default exists; providedshall have occurred as a result of such transaction and be continuing, however, that each Subsidiary Guarantor hereby covenants and agrees that, (ii) upon any such consolidation, merger, sale or conveyance, the Guarantee of such Subsidiary Guarantee endorsed on the Senior NotesGuarantor set forth in this Section 9, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Agreement to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), 100 by supplemental indenture satisfactory in form and substance to the TrusteeAgent, executed and delivered to the TrusteeAgent, by the corporation formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation which that shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, indenture executed and delivered to the Trustee Agent and satisfactory in form and substance to the Trustee, Agent of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Agreement to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to and the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a No Subsidiary Guarantor (other than the Residual Collateral Trusts) shall consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which other than with respect to a merger between a Subsidiary Guarantor and another Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of merger between a Subsidiary Guarantor and the Company, (i) subject to the provisions of Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor pursuant to acquire a supplemental indenture substantially in the form of EXHIBIT F hereto, under the Senior Notes and operate the same if this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by (iii) such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation or any Person formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to surviving any such consolidation or merger. , would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction; and (iv) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (c) In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof EXHIBIT F hereto, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor; provided that, solely for purposes of computing Consolidated Net Income for purposes of clause (b) of the first paragraph of Section 4.07 hereof, the Consolidated Net Income of any Person other than the Company and its Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms. ON CERTAIN TERMS. (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, Subject to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. paragraph (b) Except as set forth in Articles 4 and 5of this Section 10.02, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person unless (i) the Person formed by or entity, whether surviving any such consolidation or not affiliated with merger (if other than such Subsidiary Guarantor, or successive consolidations or mergers in which a ) assumes all the obligations of such Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of under this Indenture and the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, Securities pursuant to a corporation other than supplemental indenture, in a form reasonably satisfactory to the Company Trustee, (whether or not affiliated with the Subsidiary Guarantorii) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each (iii) such Subsidiary Guarantor hereby covenants and agrees that, upon or Person formed by or surviving any such consolidationconsolidation or merger will have Consolidated Tangible Net Worth (immediately after the transaction) equal to or greater than the Consolidated Tangible Net Worth of such Subsidiary Guarantor immediately preceding the transaction and (iv) the Company will, mergerat the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the 61 (a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor. (b) In the event of a sale or conveyance, other disposition of all or substantially all of the assets of any Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance Guarantor or a sale or other disposition of all of the covenants and conditions Capital Stock of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger)of a sale or other disposition, by supplemental indenture satisfactory in form and substance to the Trusteeway of such a merger, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been mergedotherwise, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions Capital Stock of this Indenture, the Collateral Agreements and the Related Agreements to be performed by the such Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for ) or the Subsidiary Guarantor with Person acquiring the same effect as if it had been named herein as assets (in the event of a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantees to Guarantor) will be endorsed upon all released and relieved of any obligations under its Guarantees; PROVIDED that in the Senior Notes issuable hereunder which theretofore shall not have been signed by event such sale or disposition constitutes an Asset Sale, the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued Net Available Proceeds of such sale or other disposition are applied in accordance with the terms provisions of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trustsdescribed under Section 4.11.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale the transfer of all or conveyance substantially all of the property assets of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, transfer or sale, the Subsidiary Guarantee of such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth for a merger or consolidation in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of which a Subsidiary Guarantor (other than is sold and its Subsidiary Guarantee is released in compliance with the Residual Collateral Trusts) provisions of Section 10.04, no Subsidiary Guarantor shall, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation entity other than the Company or another Subsidiary Guarantor unless (whether i) the entity or not affiliated with the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) authorized or the entity or Person to acquire which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Guarantee Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and operate this Indenture pursuant to a supplemental indenture in form and substance reasonably satisfactory to the same if Trustee; (ii) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; provided(iii) unless such merger or consolidation involves only Restricted Subsidiaries and the surviving Person is a Subsidiary Guarantor, howeverthe Company would be able to, that each at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; and (iv) such Subsidiary Guarantor hereby covenants shall have delivered to the Trustee an Officers' Certificate and agrees thatan Opinion of Counsel addressed to the Trustee, upon any each stating that such consolidation, merger, sale sale, assignment, transfer, lease, conveyance or conveyancedisposition and such supplemental indenture, the Subsidiary Guarantee endorsed on the Senior Notesif any, comply with this Indenture and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by that such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergeris enforceable. In case of any such consolidation, merger, sale merger or conveyance transfer of assets and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee Guarantees endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary such Guarantor, such successor corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this 88 83 Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding . (c) The Trustee, subject to the foregoingprovisions of Section 10.04 hereof, the Residual Collateral Trusts shall not merge be entitled to receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or consolidate into any other Personconveyance, and no Person any such assumption of Guarantee Obligations, comply with the provisions of this Section 10.03. Such Officers' Certificate and Opinion of Counsel shall merge or consolidate into comply with the Residual Collateral Trustsprovisions of Section 10.05.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) . ------------------------------------------------------------- Except as set forth otherwise provided in Articles 4 and 5Section 11.05, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporationPerson, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the another Subsidiary Guarantor) authorized to acquire and operate the same if , unless immediately after giving effect to such transaction, no Default or Event of Default exists; providedexists and the following conditions have been satisfied: (a) subject to Section 11.05 hereof, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon the Person acquiring the property in any such consolidation, merger, sale or conveyance, disposition or the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation Person formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to surviving any such consolidation or mergermerger assumes all the obligations of that Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture and appropriate collateral documents satisfactory to the Trustee; or (b) if applicable, the Net Available Cash from such sale or other disposition is applied in accordance with Section 4.11 hereof; or (c) if applicable, that transaction is made in accordance with the terms of Section 4.16 hereof. In case of any such consolidation, merger, sale or conveyance (other than pursuant to Section 4.16) and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the foregoing, the Residual Collateral Trusts Notes shall not merge prevent any consolidation or consolidate into any other Person, and no Person shall merge merger of a Subsidiary Guarantor with or consolidate into the Residual Collateral TrustsCompany or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, Etc. On Only on ------------------------------------------------------------------- Certain Terms.. ------------- Each Subsidiary Guarantor, if any (other than any Subsidiary whose Note Guarantee is being released pursuant to the provisions of Section 1308 as a result of such transaction), will not, and the Company will not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, merge or consolidate with or into any other Corporation or other entity (other than the Company or any Subsidiary Guarantor), or sell, assign, convey, transfer, lease or otherwise dispose of its properties and assets on a consolidated basis substantially as an entirety to any entity (other than the Company or any Subsidiary Guarantor) unless at the time and after giving effect thereto: (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture either (1) such Subsidiary Guarantor shall be the continuing Corporation or in any of (2) the Senior Notes shall prevent any Person (if other than such Subsidiary Guarantor) formed by such consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not which such Subsidiary Guarantor is merged or the surviving Person) another corporationentity which acquires by sale, Person assignment, conveyance, transfer, lease or entity, whether other disposition of all or not affiliated with substantially all of the properties and assets of such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors as the case may be, shall be a party or parties, or shall prevent any sale or conveyance Corporation organized and validly existing under the laws of the property United States, any state thereof or the District of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior NotesColumbia, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed shall expressly assume by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by an indenture supplemental indenture satisfactory in form and substance to the Trusteehereto, executed and delivered to the Trustee, by in form satisfactory to the corporation formed by Trustee, all obligations of such consolidation or into which the Subsidiary Guarantor under the Notes and this Indenture; (b) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Company or such Subsidiary Guarantor incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default shall have been merged, occurred and be continuing; and (c) such Subsidiary Guarantor or by the corporation which such Person shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect delivered to the Subsidiary Guarantor’s obligations)Trustee an Officers' Certificate and an Opinion of Counsel, (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any each stating that such consolidation, merger, sale sale, assignment, conveyance, transfer, lease or conveyance and upon the assumption by the successor corporationdisposition and, by if a supplemental indenture, executed and delivered to the Trustee and satisfactory indenture is required in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by the Subsidiary Guarantorconnection with such transaction, such successor corporation shall succeed supplemental indenture comply with this Section 802 and that all conditions precedent herein provided for relating to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not such transaction have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trustssatisfied.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth may be provided in Section 12.04 and in Articles 4 8 and 510, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, a Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, entirety or substantially as an entirety, entirety to the Company, unless immediately after giving effect to such transaction, Company or a Default or Event of Default existsGuarantor. (b) Except as set forth in Articles 4 and 5Article 8 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (with or into a corporation or corporations other than the Residual Collateral Trusts) with Company or into a Guarantor (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary the Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company or another Guarantor (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if same; provided, however, that, subject to Sections 12.03(a) and 12.04 hereof, (i) immediately after such transaction, and giving effect to such transactionthereto, no Default or Event of Default exists; providedshall have occurred as a result of such transaction and be continuing, howeversuch transaction shall not violate any of the covenants in Article 10 hereof, that and each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary such Guarantor's Guarantee endorsed set forth in this Article 12 and in an endorsement on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the such corporation formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation which that shall have acquired such propertyproperty (except to the extent the following Section 12.04 would result in the release of such Subsidiary Guarantee in which case such surviving corporation does not have to execute any such supplemental indenture). In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, indenture executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, Trustee of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants 102 111 and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms.. Except as otherwise provided in Section 13.05, no Subsidiary Guarantor may consolidate with or merge with or into (unless such Subsidiary Guarantor is the surviving Person) another Person unless: (a) subject to Section 13.05, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all of the obligations of such Subsidiary Guarantor under the Securities and this Indenture, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, on the terms set forth herein or therein; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. In case of any such consolidation or merger, and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor and such predecessor Subsidiary Guarantor shall be discharged from its obligations under the Securities and this Indenture. Except as set forth in Articles 4 Four and 5Five, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Senior Notes Securities shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, entirety to a corporation other than the Company (whether or not affiliated with the another Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to and the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5Subject to Section 10.04 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance subject to the provisions of the property of a Subsidiary Guarantor following paragraph, (i) the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor pursuant to acquire a supplemental indenture in form and operate substance reasonably satisfactory to the same if Trustee, under the Notes and this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by (iii) such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation or any Person formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to surviving any such consolidation or merger, would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction; and (iv) the Company would be permitted by virtue of its pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09. The requirements of clauses (iii) and (iv) of this paragraph will not apply in the case of a consolidation with or merger with or into any other Person if the acquisition of all of the Equity Interests in such Person would have complied with the provisions of Sections 4.07 and 4.09 hereof. (c) In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof EXHIBIT E hereto, of the Subsidiary Note Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all ; provided that, solely for purposes of computing Consolidated Net Income for purposes of clause (b) of the Subsidiary Guarantees to be endorsed upon all first paragraph of Section 4.07 hereof, the Senior Notes issuable hereunder which theretofore shall not have been signed by Consolidated Net Income of any Person other than the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.its Restricted Subsidiaries

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) . Except as set forth otherwise provided in Articles 4 and 5Section 12.05, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, corporate Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless: (a) subject to Section 12.05 hereof, the Person formed by or successive consolidations surviving any such consolidation or mergers in which merger (if other than a Subsidiary Guarantor or its successor or successors shall be a party or partiesthe Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, pursuant to a corporation other than supplemental indenture in form and substance reasonably satisfactory to the Company (whether or not affiliated with Trustee, under the Notes, the Indenture and the Subsidiary GuarantorGuarantee on the terms set forth herein or therein; and (b) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding Except as set forth in Articles 4 and 5 of the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other PersonIndenture, and no Person notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall merge prevent any consolidation or consolidate merger of a Subsidiary Guarantor with or into the Residual Collateral TrustsCompany or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms. (a) ON CERTAIN TERMS. Except as set forth otherwise provided in Articles 4 and 5Section 10.05 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) merge with or into (whether or not such Subsidiary Guarantor is the surviving PersonSurviving Guarantor) another corporation, Person or entity, whether or not affiliated with such Subsidiary GuarantorGuarantor unless: (a) subject to Section 10.05 hereof, the Person formed by or successive consolidations surviving any such consolidation or mergers in which merger (if other than a Subsidiary Guarantor or its successor or successors shall be a party or partiesthe Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, pursuant to a corporation other than supplemental indenture in form and substance reasonably satisfactory to the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transactionTrustee, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyanceunder this Indenture, the Subsidiary Guarantee endorsed and any Registration Rights Agreements on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed terms set forth herein or therein; and (in the event that b) the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, complies with the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergerArticle 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other PersonExcept as set forth in Articles 4 and 5 hereof, and no Person notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall merge prevent any consolidation or consolidate merger of a Subsidiary Guarantor with or into the Residual Collateral TrustsCompany or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, Etc. On on Certain ------------------------------------------------------- Terms.. ----- (a) Except as set forth in Articles 4 and 5Article VIII hereof, nothing contained in this Indenture or in any of the Senior Notes Securities shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, Guarantor or shall prevent any sale sale, conveyance or conveyance other disposition of all or substantially all the property Properties of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default Company or Event of Default existsanother Subsidiary Guarantor. (b) Except as set forth in Articles 4 and 5Article VIII hereof, nothing contained in this Indenture or in any of the Senior Notes Securities shall prevent any consolidation or merger of a Subsidiary Guarantor (with or into a Person other than the Residual Collateral Trusts) with Company or into another Subsidiary Guarantor (whether or not such Subsidiary Guarantor is Affiliated with the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale sale, conveyance or conveyance other disposition of all or substantially all the property Properties of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation Person other than the Company or another Subsidiary Guarantor (whether or not affiliated Affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if same; provided, however, that (i) immediately after such transaction, and giving effect to such transactionthereto, no Default or Event of Default exists; providedshall have occurred as a result of such transaction and be continuing, however(ii) such transaction shall not violate any of the covenants of Sections 10.1 through 10.19 hereof, that and (iii) each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale sale, conveyance or conveyanceother disposition, the such Subsidiary Guarantor's Subsidiary Guarantee endorsed on set forth in this Article XIII and in a notation to the Senior NotesSecurities, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the a merger), by supplemental indenture satisfactory substantially in the form and substance to the Trusteeof Exhibit E hereto, executed and delivered to the Trustee, by the corporation such Person formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation which Person that shall have acquired such propertyProperty (except to the extent the following Section 13.3 would result in the release of such Subsidiary Guarantee, in which case such surviving Person or transferee of such Property shall not have to execute any such supplemental indenture and shall not have to assume such Subsidiary Guarantor's Subsidiary Guarantee). In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale sale, conveyance or conveyance other disposition and upon the assumption by the successor corporationPerson, by supplemental indenture, indenture executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and Exhibit E hereto of the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a the initial Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to and the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5Subject to Section 11.04 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers Guarantor unless (i) except in which the case of a merger of such Subsidiary Guarantor with or its successor into the Company or successors shall be a party or parties, or shall prevent any sale or conveyance another Subsidiary Guarantor and subject to the provisions of the property of a Subsidiary Guarantor following paragraph, the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor pursuant to acquire a supplemental indenture in form and operate substance reasonably satisfactory to the same if Trustee, under the Notes, this Indenture and the Registration Rights Agreement, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each exists and (iii) except in the case of a merger of such Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale with or conveyance, into the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Company or another Subsidiary Guarantor, shall the Company would be expressly assumed (in permitted by virtue of the event that the Subsidiary Guarantor is not the surviving corporation in the merger)Company's pro forma Fixed Charge Coverage Ratio, by supplemental indenture satisfactory in form and substance immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Trustee, executed and delivered to Fixed Charge Coverage Ratio test set forth in Section 4.09 hereof. (c) In the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof EXHIBIT E hereto, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Only on Certain Terms. (a) . Except as set forth in Articles 4 and 5, nothing contained a transaction resulting in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger release of a Subsidiary Guarantor in accordance with the terms of this Indenture, each Subsidiary Guarantor shall not, and the Company shall not permit any Subsidiary Guarantor to, in a single or a series of related transactions, consolidate or merge with or into any Person (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, ) or shall prevent permit any sale or conveyance of the property of a Subsidiary Guarantor Person (other than the Residual Collateral Trustsanother Subsidiary Guarantor) as an entirety, to consolidate or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) merge with or into (whether or not such Subsidiary Guarantor is the surviving Personor, directly or indirectly, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its assets unless, in each case: (1) another corporation, Person or entity, whether or not affiliated with in a transaction in which such Subsidiary Guarantor, Guarantor does not survive or successive consolidations or mergers in which a all or substantially all of the assets of such Subsidiary Guarantor are transferred, conveyed, sold, leased or its otherwise disposed of, the successor or successors entity (the “Successor Subsidiary Guarantor”) shall be a party corporation, partnership, trust or parties, or shall prevent any sale or conveyance other entity organized and validly existing under the laws of the property United States of a Subsidiary Guarantor (other than America, any State thereof or the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event District of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior NotesColumbia, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed shall expressly assume by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by an indenture supplemental indenture satisfactory in form and substance to the Trustee, hereto executed and delivered to the Trustee, by in form satisfactory to the corporation formed by Trustee, the due and punctual payment of all obligations of such consolidation or into which the Subsidiary Guarantor shall have been merged, under its Subsidiary Guarantee and this Indenture and the performance of every covenant of this Indenture on the part of such Subsidiary Guarantor to be performed or by observed; and (2) the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect Company has delivered to the Subsidiary Guarantor’s obligations)Trustee an Officers’ Certificate and an Opinion of Counsel, (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any each stating that such consolidation, merger, sale transfer, conveyance, sale, lease or conveyance and upon the assumption by the successor corporationother disposition and, by if a supplemental indenture is required in connection with such transaction, such supplemental indenture, executed comply with this Article and delivered that all conditions precedent herein provided for relating to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not transaction have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trustscomplied with.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes Debentures shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale the transfer of all or conveyance substantially all of the property assets of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, transfer or sale, the Subsidiary Guarantee of such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Each Subsidiary Guarantor (other than the Residual Collateral Trusts) shall not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation entity other than the Company or another Subsidiary Guarantor unless (whether i) subject to the provisions of Section 10.04 hereof, the entity or not affiliated with the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) authorized or the entity or Person to acquire which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Subsidiary Guarantor under its Guarantee and operate this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the same if Trustee; (ii) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; provided, however, that each (iii) such Subsidiary Guarantor hereby covenants or the entity or Person formed by or surviving any such consolidation or merger (if other than Subsidiary Guarantor), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction and agrees that(B) shall, upon any at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four- quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; and (iv) such Subsidiary Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee, each stating that such consolidation, merger, sale sale, assignment, transfer, lease, conveyance or conveyancedisposition and such supplemental indenture, the Subsidiary Guarantee endorsed on the Senior Notesif any, comply with this Indenture and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by that such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergeris enforceable. In case of any such consolidation, merger, sale merger or conveyance transfer of assets and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee Guarantees endorsed upon the Senior Notes Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary such Guarantor, such successor corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding . (c) The Trustee, subject to the foregoingprovisions of Section 10.04 hereof, the Residual Collateral Trusts shall not merge be entitled to receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or consolidate into any other Personconveyance, and no Person any such assumption of Obligations, comply with the provisions of this Section 10.03. Such Officers' Certificate and Opinion of Counsel shall merge or consolidate into comply with the Residual Collateral Trustsprovisions of Section 12.05.

Subsidiary Guarantors May Consolidate, Etc. On Certain TermsON CERTAIN TERMS. (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to and the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a No Subsidiary Guarantor (other than the Residual Collateral Trusts) shall consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which other than with respect to a merger between a Subsidiary Guarantor and another Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of merger between a Subsidiary Guarantor and the Company, (i) the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized or to acquire which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) subject to the provisions of Section 10.4 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, assumes all the obligations of such Subsidiary Guarantor under the Notes and operate this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the same if Trustee; (iii) immediately before or immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, (iv) the Subsidiary Guarantee endorsed on Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (Consolidated Coverage Ratio test set forth in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements first paragraph of Section 5.01(a)(ii4.11 hereof. (c) (with respect to In the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor; provided that, solely for purposes of computing pro forma EBITDA and the Consolidated Coverage Ratio for purposes of Section 4.11 hereof, the pro forma EBITDA of any Person other than the Company and its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) . Except as set forth otherwise provided in Articles 4 and 5Section 10.05 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) with may consolidate, merge or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) amalgamate with or into (whether or not such Subsidiary Guarantor is the surviving PersonSurviving Guarantor) another corporation, Person or entity, whether or not affiliated with such Subsidiary GuarantorGuarantor unless: (a) subject to Section 10.05 hereof, the Person formed by or successive consolidations surviving any such consolidation, merger or mergers in which amalgamation (if other than a Subsidiary Guarantor or its successor or successors shall be a party or partiesthe Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, pursuant to a corporation other than supplemental indenture in form and substance reasonably satisfactory to the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transactionTrustee, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyanceunder this Indenture, the Subsidiary Guarantee endorsed and any Registration Rights Agreements on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed terms set forth herein or therein; and (in the event that b) the Subsidiary Guarantor is not or the surviving corporation in the merger)Surviving Guarantor, by supplemental indenture satisfactory in form and substance to the Trusteeas applicable, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, complies with the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergerArticle 5 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other PersonExcept as set forth in Articles 4 and 5 hereof, and no Person notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall merge prevent any consolidation, merger or consolidate amalgamation of a Subsidiary Guarantor with or into the Residual Collateral TrustsCompany or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms.. Subject to the provisions of Section 13.06(b), no Subsidiary Guarantor shall consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless: (ai) Except as set forth in Articles 4 and 5the resulting, nothing contained in this Indenture surviving or in any transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Senior Notes shall prevent Company organized and existing under the laws of the United States of America, any consolidation State thereof or merger the District of a Columbia, and such Successor Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into if not the Company or another a Subsidiary Guarantor) shall expressly assume, or shall prevent any sale or conveyance by supplemental indenture all of the property obligations of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is under the surviving Personrelevant Guarantee, the Notes and this Indenture; and (ii) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing under this Indenture; providedand (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, however, each stating that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or sale, conveyance, transfer or lease and such supplemental indenture, if any, comply with this Indenture. For purposes of this Section 13.06, the Subsidiary Guarantee endorsed on the Senior Notessale, and the due and punctual performance and observance conveyance, transfer or lease of all or substantially all of the covenants properties and conditions assets of this Indentureone or more Subsidiaries of a Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), the Collateral Agreements which properties and the Related Agreements to be performed assets, if held by such Subsidiary GuarantorGuarantor instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of such Subsidiary Guarantor and such Subsidiaries, taken as a whole, shall be expressly assumed (in deemed to be the event that the Subsidiary Guarantor is not the surviving corporation in the merger)sale, by supplemental indenture satisfactory in form and substance to the Trusteeconveyance, executed and delivered to the Trustee, by the corporation formed by such consolidation transfer or into which the Subsidiary Guarantor shall have been merged, lease of all or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of substantially all of the covenants consolidated properties and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all assets of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoingGuarantor and such Subsidiaries, the Residual Collateral Trusts shall not merge or consolidate into any other taken as a whole, to another Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to and the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5Subject to Section 11.04 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance subject to the provisions of the property of a Subsidiary Guarantor following paragraph, (i) the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor pursuant to acquire a supplemental indenture in form and operate substance reasonably satisfactory to the same if Trustee, under this Indenture and the Subsidiary Guarantees; and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, . (c) In the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit E hereto, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor; provided that, solely for purposes of computing Consolidated Net Income for purposes of clause (b) of the first paragraph of Section 4.07 hereof, the Consolidated Net Income of any Person other than the Company and its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms. (a) Except as set forth otherwise provided in Articles 4 and 5Section 5 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) shall sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or into the Company merge with or another Subsidiary Guarantorinto, any Person that is (either before or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction) an Affiliate of the Company, unless that Affiliate unconditionally assumes all of the obligations of such Subsidiary Guarantor pursuant to a Default or Event of Default existssupplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Subsidiary Guarantee on the terms set forth therein. (b) Except as set forth otherwise provided in Articles 4 and 5Section 5 hereof, nothing contained in this Indenture no Subsidiary Guarantor shall sell or in otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, any Person that is not an Affiliate of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into Company (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company unless: (whether or not affiliated with the Subsidiary Guarantori) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any and (ii) the Net Proceeds of such consolidation, merger, sale or conveyance, other disposition are applied in accordance with the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all applicable provisions of the covenants and conditions of this Indenture, including without limitation, Section 4.10 of the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergerIndenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationAffiliate, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation shall Affiliate will succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein therein as a the Subsidiary Guarantor. Such successor corporation Affiliate thereupon may cause to be signed any or all the Subsidiary Guarantee of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the The Subsidiary Guarantees Guarantee so issued shall will in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such the Subsidiary Guarantees Guarantee had been issued at the date of the execution hereofof the Indenture. Notwithstanding Except as set forth in Articles 4 and 5 of the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other PersonIndenture, and no Person shall merge notwithstanding Section 4(b)(ii) hereof, nothing contained in the Indenture or consolidate in any of the Notes will prevent any consolidation or merger of such Subsidiary Guarantor with or into the Residual Collateral TrustsCompany, or will prevent any sale or conveyance of the property of such Subsidiary Guarantor as an entirety or substantially as an entirety to the Company. (c) For purposes of this Section 4, beneficial ownership of 35% or more of the Voting Stock of a Person will be deemed to be control.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale the transfer of all or conveyance substantially all of the property assets of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, transfer or sale, the Subsidiary Guarantee of such transaction, a Default transferor Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5Subject to the provisions of Section 12.04, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a each Subsidiary Guarantor (other than the Residual Collateral Trusts) shall not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor), or successive consolidations sell, assign, transfer, lease, convey or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance otherwise dispose of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety all or substantially as an entiretyall of its properties or assets in one or more related transactions, to a corporation another Person other than the Company or another Subsidiary Guarantor unless (whether i) the Person formed by or not affiliated with the surviving any such consolidation or merger (if other than such Subsidiary Guarantor) authorized or the Person to acquire which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Surviving Entity") assumes all the Guarantee Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and operate this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the same if Trustee; (ii) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; provided, however, that each (iii) the Surviving Entity (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor hereby covenants immediately preceding the transaction and agrees that(B) the Company shall, upon at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; (iv) the Surviving Entity causes such amendments, supplements or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (v) the Collateral owned by or transferred to the Surviving Entity shall (1) continue to constitute Collateral under the Indenture and the Collateral Documents, (2) shall be subject to the Lien in favor of the Trustee for the benefit of the holders of the Notes and (3) shall not be subject to any Lien other than Collateral Permitted Liens; (vi) the property and assets of the Person which is merged or consolidated with or into the Surviving Entity, to the extent that they are property and assets of types which would constitute Collateral under the Collateral Documents, shall be treated as After-Acquired Property and the Surviving Entity shall take such actions as may be necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Indenture; and (vii) such Subsidiary Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee, each stating that such consolidation, merger, sale sale, assignment, transfer, lease, conveyance or conveyancedisposition and such supplemental indenture, the Subsidiary Guarantee endorsed on the Senior Notesif any, comply with this Indenture and that such supplemental indenture, and the due and punctual performance and observance of all of the covenants and conditions of this IndentureIndenture as supplemented thereby, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergerare enforceable. In case of any such consolidation, merger, sale merger or conveyance transfer of assets and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon Guarantees of the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the such Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the notations of Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued after the Issue Date shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date Issue Date. (c) The Trustee, subject to the provisions of the execution Section 12.04 hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge be entitled to receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or consolidate into any other Personconveyance, and no Person any such assumption of Guarantee Obligations, comply with the provisions of this Section 12.03. Such Officers' Certificate and Opinion of Counsel shall merge or consolidate into comply with the Residual Collateral Trustsprovisions of Section 13.05.

Subsidiary Guarantors May Consolidate, Etc. On Certain TermsON CERTAIN TERMS. (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes Securities shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company an Issuer or another Subsidiary Guarantor, Guarantor that is a Wholly-Owned Subsidiary of an Issuer or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, entirety or substantially as an entirety, to an Issuer or another Subsidiary Guarantor that is a Wholly-Owned Subsidiary of an Issuer. Upon any such consolidation, merger, sale or conveyance, the Company, unless immediately after giving effect to Subsidiary Guarantee given by such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes Securities shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether a corporation or not such corporations other than an Issuer or another Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, (whether or not affiliated with such the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company an Issuer or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); provided, however, that, subject to Sections 10.06 and 10.08(a), (x) authorized to acquire and operate the same if (i) immediately after such transaction, and giving effect to such transactionthereto, no Default or Event of Default exists; providedshall have occurred as a result of such transaction and be continuing, howeveror (ii) such transaction does not violate any covenants set forth in this Indenture, that and (y) (i) the respective transaction is treated as an Asset Disposition for purposes of Section 4.10 and Section 3.09 hereof or (ii) if the surviving corporation is not the Subsidiary Guarantor, each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notesset forth in this Article 10, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to to, and be substituted for for, the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture Agreement or in any of the Senior Notes Loans shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, entirety or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, sale or conveyance, the Guarantee given by such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5Section 6.6, nothing contained in this Indenture Agreement or in any of the Senior Notes Loans shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation or corporations other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); PROVIDED that, subject to Sections 10.4 and 10.6(a), (i) authorized to acquire and operate the same if immediately after giving effect to such transaction, and giving effect thereto, no Potential Event of Default or Event of Default exists; providedshall have occurred as a result of such transaction and be continuing, however, that each Subsidiary Guarantor hereby covenants and agrees that, (ii) upon any such consolidation, merger, sale or conveyance, the Guarantee of such Subsidiary Guarantee endorsed on the Senior NotesGuarantor set forth in this Section 10, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Agreement to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by an agreement or supplemental indenture reasonably satisfactory in form and substance to the TrusteeAgents, executed and delivered to the TrusteeAgents, by the corporation formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation which that shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by an agreement or supplemental indenture, indenture executed and delivered to the Trustee Agents and satisfactory in form and substance to the Trustee, Agents of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Agreement to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in the Notes shall prevent (i) any consolidation or merger of a Subsidiary Guarantor with or into the Company or any other Subsidiary Guarantor, (ii) any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the Company or any other Subsidiary Guarantor or (iii) the Merger. (b) Except as set forth in Article 4, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (with or into a Person or Persons other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a other Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entityeach case, whether or not affiliated with such the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation Person other than the Company or any other Subsidiary Guarantor (in each case, whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default existssame; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, : (i) upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation Person in the merger), by supplemental indenture satisfactory substantially in the form and substance to the Trusteeof Exhibit E hereto, executed and delivered to the Trustee, by the corporation Person formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation Person which shall have acquired such property. In addition; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the requirements Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of Section 5.01(a)(ii) (with respect additional Indebtedness pursuant to the Subsidiary Fixed Charge Coverage Ratio test set forth in Section 4.09. The foregoing will not prohibit (i) any consolidation or merger of a Guarantor with or into the Company or any other Guarantor’s obligations), (ii) any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company or any other Subsidiary Guarantor or (iii), ) the Merger. (iv), (vc) and (vi) shall be satisfied with respect to any such consolidation or merger. In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit E hereto, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.ON CERTAIN TERMS (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or prohibit a merger of between a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or and another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a merger between a Subsidiary Guarantor (other than and the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default existsIssuers. (b) Except as set forth provided in Articles 4 and 5, nothing contained in this Indenture Section 11.03(a) hereof or in any of the Senior Notes shall prevent any consolidation or merger of a transaction referred to in Section 11.04 hereof, no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance subject to the provisions of the property of a Subsidiary Guarantor following paragraph, (i) the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized assumes all the obligations of such Subsidiary Guarantor pursuant to acquire a supplemental indenture in form and operate substance reasonably satisfactory to the same if Trustee, under the Notes and the Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by (iii) such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation or any Person formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to surviving any such consolidation or merger, would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Guarantor immediately preceding the transaction; and (iv) Foamex would be permitted by virtue of Foamex's pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09. The requirements of clauses (iii) and (iv) of this paragraph will not apply in the case of a consolidation with or merger with or into any other Person if the acquisition of all of the Equity Interests in such Person would have complied with the provisions of Sections 4.07 and 4.09 hereof. (c) In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit D hereto, of the Subsidiary Note Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor; provided that, solely for purposes of computing Consolidated Net Income for purposes of clause (b) of the first paragraph of Section 4.07 hereof, the Consolidated Net Income of any Person other than the Issuers and their respective Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All of the Subsidiary Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms.Terms ------------ (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture shall prohibit a merger between a subsidiary Guarantor and another Subsidiary Guarantor or in any of the Senior Notes shall prevent any consolidation or a merger of between a Subsidiary Guarantor (other than and the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default existsIssuers. (b) Except as set forth provided in Articles 4 and 5, nothing contained in this Indenture Section 11.3(a) hereof or in any of the Senior Notes shall prevent any consolidation or merger of a transaction referred to in Section 11.4 hereof, no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance subject to the provisions of the property of a Subsidiary Guarantor following paragraph, the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized to acquire and operate assumes all the same if immediately after giving effect to obligations of such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements pursuant to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by a supplemental indenture satisfactory in form and substance reasonably satisfactory to the Trustee, executed under the Notes and delivered to the Trustee, by Indenture. (c) In the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit D hereto, of the Subsidiary Note Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All of the Subsidiary Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts."

Subsidiary Guarantors May Consolidate, Etc. On Only on ---------------------------------------------------- Certain Terms.. ------------- Each Subsidiary Guarantor, if any (other than any Subsidiary whose Note Guarantee is being released pursuant to the provisions of Section 1309 as a result of such transaction), will not, and the Company will not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, merge or consolidate with or into any other corporation or other entity (other than the Company or any Subsidiary Guarantor), or sell, assign, convey, transfer, lease or otherwise dispose of its properties and assets on a consolidated basis substantially as an entirety to any entity (other than the Company or any Subsidiary Guarantor) unless at the time and after giving effect thereto: (a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture either (1) such Subsidiary Guarantor shall be the continuing corporation or in any of partnership or (2) the Senior Notes shall prevent any Person (if other than such Subsidiary Guarantor) formed by such consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not which such Subsidiary Guarantor is merged or the surviving Person) another corporationentity which acquires by sale, Person assignment, conveyance, transfer, lease or entity, whether other disposition of all or not affiliated with substantially all of the properties and assets of such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors as the case may be, shall be a party corporation or parties, or shall prevent any sale or conveyance partnership organized and validly existing under the laws of the property United States, any state thereof or the District of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior NotesColumbia, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed shall expressly assume by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by an indenture supplemental indenture satisfactory in form and substance to the Trusteehereto, executed and delivered to the Trustee, by in form satisfactory to the corporation formed by Trustee, all obligations of such consolidation or into which the Subsidiary Guarantor under the Notes and this Indenture; (b) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Company or such Subsidiary Guarantor incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default shall have been merged, occurred and be continuing; and (c) such Subsidiary Guarantor or by the corporation which such Person shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect delivered to the Subsidiary Guarantor’s obligations)Trustee an Officers' Certificate and an Opinion of Counsel, (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any each stating that such consolidation, merger, sale sale, assignment, conveyance, transfer, lease or conveyance and upon the assumption by the successor corporationdisposition and, by if a supplemental indenture, executed and delivered to the Trustee and satisfactory indenture is required in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by the Subsidiary Guarantorconnection with such transaction, such successor corporation shall succeed supplemental indenture comply with this Section 802 and that all conditions precedent herein provided for relating to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not such transaction have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trustssatisfied.

Subsidiary Guarantors May Consolidate, Etc. On Certain Terms. (a) ON CERTAIN TERMS. Except as set forth otherwise provided in Articles 4 and 5Section 11.06, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary GuarantorGuarantor unless: (a) subject to Section 11.06 hereof, the Person formed by or successive consolidations surviving any such consolidation or mergers in which merger (if other than a Subsidiary Guarantor or its successor or successors shall be a party or partiesthe Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, pursuant to a corporation other than supplemental indenture in form and substance reasonably satisfactory to the Company (whether or not affiliated with Trustee, under the Notes, the Indenture and the Subsidiary GuarantorGuarantee on the terms set forth herein or therein; and (b) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other PersonExcept as set forth in Articles 4 and 5 hereof, and no Person notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall merge prevent any consolidation or consolidate merger of a Subsidiary Guarantor with or into the Residual Collateral TrustsCompany or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture shall prohibit a merger between a subsidiary Guarantor and another Subsidiary Guarantor or in any of the Senior Notes shall prevent any consolidation or a merger of between a Subsidiary Guarantor (other than and the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default existsIssuers. (b) Except as set forth provided in Articles 4 and 5, nothing contained in this Indenture Section 11.3(a) hereof or in any of the Senior Notes shall prevent any consolidation or merger of a transaction referred to in Section 11.4 hereof, no Subsidiary Guarantor (other than the Residual Collateral Trusts) may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) ), another corporation, Person or entity, entity whether or not affiliated with such Subsidiary GuarantorGuarantor unless, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance subject to the provisions of the property of a Subsidiary Guarantor following paragraph, the Person formed by or surviving any such consolidation or merger (if other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the such Subsidiary Guarantor) authorized to acquire and operate assumes all the same if immediately after giving effect to obligations of such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements pursuant to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by a supplemental indenture satisfactory in form and substance reasonably satisfactory to the Trustee, executed under the Notes and delivered to the Trustee, by Indenture. (c) In the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or merger. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit D hereto, of the Subsidiary Note Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All of the Subsidiary Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts."

Subsidiary Guarantors May Consolidate, Etc. On on Certain Terms. (a) Except as set forth in Articles 4 and 5, nothing Nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale the transfer of all or conveyance substantially all of the property assets of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the CompanyCompany or another Subsidiary Guarantor. Upon any such consolidation, unless immediately after giving effect to merger, transfer or sale, the Subsidiary Guarantee of such transaction, a Default Subsidiary Guarantor shall no longer have any force or Event of Default existseffect. (b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Each Subsidiary Guarantor (other than the Residual Collateral Trusts) shall not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation entity other than the Company or another Subsidiary Guarantor unless (whether i) subject to the provisions of Section 10.04 hereof, the entity or not affiliated with the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) authorized or the entity or Person to acquire which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Subsidiary Guarantor under its Guarantee and operate this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the same if Trustee; (ii) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; provided, however, that each (iii) such Subsidiary Guarantor hereby covenants or the entity or Person formed by or surviving any such consolidation or merger (if other than Subsidiary Guarantor), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction and agrees that(B) shall, upon any at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four- quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; and (iv) such Subsidiary Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee, each stating that such consolidation, merger, sale sale, assignment, transfer, lease, conveyance or conveyancedisposition and such supplemental indenture, the Subsidiary Guarantee endorsed on the Senior Notesif any, comply with this Indenture and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by that such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with respect to any such consolidation or mergeris enforceable. In case of any such consolidation, merger, sale merger or conveyance transfer of assets and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee Guarantees endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary such Guarantor, such successor corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.Subsidiary

Subsidiary Guarantors May Consolidate, Etc. On Certain TermsON CERTAIN TERMS. (a) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of the Partnership or a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company Partnership or another Subsidiary Guarantor, Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, entirety or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default Partnership or Event of Default existsanother Subsidiary Guarantor. (b) Except as set forth in Articles 4 and 55 hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (with or into another Person other than the Residual Collateral Trusts) with Partnership or into (whether or not such another Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, (whether or not affiliated with such the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation person other than the Company Partnership (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default existssame; provided, however, that such transaction meets all of the following requirements: (i) each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notescontained herein, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the mergermerger or consolidation), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation Person formed by such consolidation consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the corporation Person which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (viii) shall be satisfied with respect immediately after giving effect to any such consolidation transaction, no Default or mergerEvent of Default exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, Person by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Senior Notes Guarantees contained herein and the due and punctual performance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements Indenture to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary notations of the Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued shall 103 in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, the Residual Collateral Trusts shall not merge or consolidate into any other Person, and no Person shall merge or consolidate into the Residual Collateral Trusts.