NOT RESULTED IN THE OCCURRENCE
OF AN EVENT OF DEFAULT UNDER CLAUSE (K) OF ARTICLE VI IN AN AGGREGATE PRINCIPAL
AMOUNT AT ANY TIME OUTSTANDING NOT TO EXCEED $100,000,000; AND
(O)
LIENS NOT OTHERWISE PERMITTED BY THE FOREGOING CLAUSES (A) THROUGH
(N) OF THIS SECTION 5.07 SECURING DEBT OR OTHER OBLIGATIONS (WITHOUT
DUPLICATION) IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING NOT TO
EXCEED AN AMOUNT EQUAL TO 7.5% OF CONSOLIDATED TANGIBLE ASSETS AT SUCH TIME.
It is understood that any Lien permitted to exist on any asset pursuant to the
foregoing provisions of this Section 5.07 may attach to the proceeds of such
asset and, with respect to Liens permitted pursuant to subsections (a), (b),
(d), (e) (but only with respect to the Refinancing of Debt secured by a Lien
permitted pursuant to subsections (a), (b), (d)) or (f) of this Section 5.07,
may attach to an asset acquired in the ordinary course of business as a
replacement of such former asset.
SECTION 5.08
FUNDAMENTAL CHANGES.
NO OBLIGOR WILL CONSOLIDATE,
AMALGAMATE OR MERGE WITH OR INTO ANY OTHER PERSON OR SELL, LEASE OR OTHERWISE
TRANSFER ALL OR SUBSTANTIALLY ALL OF THE CONSOLIDATED ASSETS TO ANY OTHER
PERSON, UNLESS:
(A)
SUCH OBLIGOR IS THE SURVIVING CORPORATION, OR THE PERSON (IF OTHER
THAN SUCH OBLIGOR) FORMED BY SUCH CONSOLIDATION OR AMALGAMATION OR INTO WHICH
SUCH OBLIGOR IS MERGED OR
34
AMALGAMATED, OR THE PERSON WHICH ACQUIRES BY SALE OR OTHER TRANSFER, OR WHICH
LEASES, ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF SUCH OBLIGOR (ANY SUCH PERSON,
THE "SUCCESSOR"), SHALL BE ORGANIZED AND EXISTING UNDER THE LAWS OF (X) IN THE
CASE OF A SUCCESSOR TO THE BORROWER, LUXEMBOURG OR THE UNITED STATES, ANY STATE
THEREOF OR THE DISTRICT OF COLUMBIA OR (Y) IN THE CASE OF A SUCCESSOR TO THE
GUARANTOR, BERMUDA OR OF THE UNITED STATES, ANY STATE THEREOF OR THE DISTRICT OF
COLUMBIA AND SHALL EXPRESSLY ASSUME, IN A WRITING EXECUTED AND DELIVERED TO THE
ADMINISTRATIVE AGENT FOR DELIVERY TO EACH OF THE LENDERS, IN FORM REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, THE DUE AND PUNCTUAL PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THE LOANS AND THE PERFORMANCE OF THE OTHER
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE PART OF
SUCH OBLIGOR TO BE PERFORMED OR OBSERVED, AS FULLY AS IF SUCH SUCCESSOR WERE
ORIGINALLY NAMED AS SUCH OBLIGOR IN THIS AGREEMENT OR SUCH OTHER LOAN DOCUMENT;
AND
(B)
IMMEDIATELY AFTER GIVING EFFECT TO SUCH TRANSACTION, NO DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING; AND
(C)
SUCH OBLIGOR HAS DELIVERED TO THE ADMINISTRATIVE AGENT A
CERTIFICATE ON BEHALF OF SUCH OBLIGOR SIGNED BY ONE OF ITS RESPONSIBLE OFFICERS
AND AN OPINION OF COUNSEL, EACH STATING THAT ALL CONDITIONS PROVIDED IN THIS
SECTION 5.08 RELATING TO SUCH TRANSACTION HAVE BEEN SATISFIED;
Upon the satisfaction (or waiver) of the conditions set forth in this
Section 5.08, a Successor to the Borrower or the Guarantor shall succeed, and
may exercise every right and power