least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in Section 9.7(a) hereof, or
(B)
the Fixed Charge Coverage Ratio for the
Successor Borrower, the Borrower and its Restricted Subsidiaries would be
greater than such ratio for the Borrower and its Restricted Subsidiaries
immediately prior to such transaction;
(5)
EACH GUARANTOR, UNLESS IT IS THE OTHER
PARTY TO THE TRANSACTIONS DESCRIBED ABOVE, IN WHICH CASE
SECTION 9.14(C)(1)(B) HEREOF SHALL APPLY, SHALL HAVE 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 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:
105
(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 Guarantee pursuant to supplemental
agreements or other documents or