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 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
100
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 SUCCEED TO, AND BE SUBSTITUTED FOR, SUCH
GUARANTOR UNDER THIS AGREEMENT AND SUCH GUARANTOR'S GUARANTEE. NOTWITHSTANDING
THE FOREGOING, ANY GUARANTOR MAY (I) MERGE INTO OR TRANSFER ALL OR PART OF ITS
PROPERTIES AND ASSETS TO ANOTHER GUARANTOR OR THE BORROWER, (II) MERGE WITH AN
AFFILIATE OF THE BORROWER SOLELY FOR THE PURPOSE OF REINCORPORATING THE
GUARANTOR IN THE UNITED STATES, ANY STATE THEREOF, THE DISTRICT OF COLUMBIA OR
ANY TERRITORY THEREOF OR (III) CONVERT INTO A CORPORATION, PARTNERSHIP, LIMITED
PARTNERSHIP, LIMITED LIABILITY CORPORATION OR TRUST ORGANIZED OR EXISTING UNDER
THE LAWS OF THE JURISDICTION OF ORGANIZATION OF SUCH GUARANTOR.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE
MERGERS CONTEMPLATED BY THE ACQUISITION AGREEMENT SHALL BE PERMITTED WITHOUT
COMPLIANCE WITH THIS SECTION 9.14.
9.15.
Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of