BY SUPPLEMENTAL AGREEMENT CONFIRMED THAT ITS GUARANTEE SHALL APPLY TO SUCH
PERSON'S OBLIGATIONS UNDER THIS AGREEMENT AND THE LOANS; AND
(6)
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AN
OFFICER'S CERTIFICATE STATING THAT SUCH CONSOLIDATION, MERGER OR TRANSFER AND
SUCH SUPPLEMENTAL AGREEMENTS, IF ANY, COMPLY WITH THIS AGREEMENT AND, IF A
SUPPLEMENTAL AGREEMENT IS REQUIRED IN CONNECTION WITH SUCH TRANSACTION, SUCH
SUPPLEMENT SHALL COMPLY WITH THE APPLICABLE PROVISIONS OF THIS AGREEMENT.
(B)
THE SUCCESSOR BORROWER SHALL SUCCEED TO, AND BE SUBSTITUTED FOR
THE BORROWER, AS THE CASE MAY BE, UNDER THIS AGREEMENT, THE GUARANTEES, THE
LOANS, THE SENIOR REFINANCING INDENTURE AND THE SENIOR NOTES AS APPLICABLE.
NOTWITHSTANDING CLAUSES (3) AND (4) OF SECTION 9.14(A) HEREOF,
(1)
ANY RESTRICTED SUBSIDIARY MAY CONSOLIDATE WITH OR MERGE INTO OR
TRANSFER ALL OR PART OF ITS PROPERTIES AND ASSETS TO THE BORROWER, AND
(2)
THE BORROWER MAY MERGE WITH AN AFFILIATE OF THE BORROWER, AS THE
CASE MAY BE, SOLELY FOR THE PURPOSE OF REINCORPORATING THE BORROWER IN A STATE
OF THE UNITED STATES OR ANY STATE THEREOF, THE DISTRICT OF COLUMBIA OR ANY
TERRITORY THEREOF SO LONG AS THE AMOUNT OF INDEBTEDNESS OF THE BORROWER AND ITS
RESTRICTED SUBSIDIARIES IS NOT INCREASED THEREBY.
(C)
SUBJECT TO CERTAIN LIMITATIONS DESCRIBED IN THIS AGREEMENT
GOVERNING RELEASE OF A GUARANTEE UPON THE SALE, DISPOSITION OR TRANSFER OF A
GUARANTOR, NO GUARANTOR SHALL, AND THE BORROWER SHALL NOT PERMIT ANY GUARANTOR
TO, CONSOLIDATE OR MERGE WITH OR INTO OR WIND UP INTO (WHETHER OR NOT THE
BORROWER OR GUARANTOR IS THE SURVIVING 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 ANY PERSON UNLESS:
(1)
(A)
SUCH GUARANTOR IS THE SURVIVING CORPORATION OR THE PERSON
FORMED BY OR SURVIVING ANY SUCH CONSOLIDATION OR MERGER (IF OTHER THAN SUCH
GUARANTOR) OR TO WHICH SUCH SALE, ASSIGNMENT, TRANSFER, LEASE, CONVEYANCE OR
OTHER DISPOSITION WILL HAVE BEEN MADE IS A CORPORATION, PARTNERSHIP, LIMITED
PARTNERSHIP, LIMITED LIABILITY CORPORATION OR TRUST ORGANIZED OR EXISTING UNDER
THE LAWS OF THE JURISDICTION OF ORGANIZATION OF SUCH GUARANTOR, AS THE CASE MAY
BE, OR THE LAWS OF THE UNITED STATES, ANY STATE THEREOF, THE
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DISTRICT OF COLUMBIA, OR ANY TERRITORY THEREOF (SUCH GUARANTOR OR SUCH PERSON,
AS THE CASE MAY BE, BEING HEREIN CALLED THE "SUCCESSOR PERSON");
(B)
the Successor Person, if other than such Guarantor, expressly
assumes all the obligations of such Guarantor under this Agreement and such
Guarantor's related Guarantee pursuant to supplemental agreements or other
documents or instruments in form reasonably satisfactory to the Administrative
Agent;
(C)
immediately after such transaction, no Default exists; and
(D)
the Borrower shall have delivered to the Administrative Agent an
Officer's Certificate stating that such consolidation, merger or transfer and
such supplemental agreements, if any, comply with this Agreement; or
(2)
THE TRANSACTION IS MADE IN COMPLIANCE WITH SECTION 9.8 HEREOF.
(D)
SUBJECT TO CERTAIN LIMITATIONS DESCRIBED IN THIS AGREEMENT, THE
SUCCESSOR PERSON SHALL