Common use of Mergers, Sales of Assets, Etc Clause in Contracts

Mergers, Sales of Assets, Etc. (a) In the case of any Borrower, consolidate or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transfer, or which leases, the properties and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Administrative Agent an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. (a) In the case of any Borrowerthe Company, consolidate or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, other than any of the foregoing transactions effectuated pursuant to a Permitted Reorganization, unless: (i) the Company is the surviving corporation or the corporation formed by such consolidation or merger or the person which acquires by conveyance or transfer, or which leases, the properties and assets of such Borrower the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower the Company under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower the Company to be performed or observed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Administrative Agent an officers' ’ certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon In the case of any Borrower (other than the Company), consolidate or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, other than any of the foregoing transactions effectuated pursuant to a Permitted Reorganization, unless (i) in the case of consolidation or merger, such Borrower is the surviving corporation; (ii) in the case of a consolidation or merger where such Borrower is not the surviving corporation or in the case of the conveyance, transfer or lease of such Borrower’s properties and assets substantially as an entirety; (A) the surviving corporation or transferee/lessee is another Borrower or a Subsidiary Guarantor and such other Borrower or such Subsidiary Guarantor, as applicable, expressly assumes, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form and substance satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (B) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (C) the Company shall have delivered to the Administrative Agent an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (b) and that all conditions precedent herein provided for relating to such transaction have been complied with; or (iii) prior to the consummation of such transaction, either (A) such Borrower shall have repaid the principal amount of all Loans made to such Borrower, together with accrued interest thereon, and all other amounts then owing by such Borrower under the Loan Documents or (B) so long as immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing, the Company shall have expressly assumed, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form and substance satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed. (c) Except as contemplated by a Permitted Reorganization or as otherwise provided in paragraph (b) above, upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) or (b) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (ain one transaction or in a series of transactions) In all or substantially all of its assets, or all or substantially all of the case stock of any Borrowerof its Subsidiaries (in each case, consolidate whether now owned or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transferhereafter acquired), or which leasesliquidate or dissolve, except that, if at the properties time thereof and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing; and continuing (iiii) any Subsidiary may merge into the Company Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that if any such transaction shall be between a Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have delivered assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent an officers' certificate in form and an opinion substance, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of counselits assets to the Borrower or to another Subsidiary, each stating provided that if any such transaction shall be between a Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and if such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance, (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such consolidation, merger, conveyance, transfer liquidation or lease dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (v) the Schneider Disposition may occur; provided that any such supplemental agreement comply with merger that wxxxx xxxxrwise be permitted by this paragraph (a) and Section 6.03 involving a Person that all conditions precedent herein provided for relating is not a wholly owned Subsidiary immediately prior to such transaction have been complied withmerger shall not be permitted unless also permitted by Section 6.04. (b) Upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. (a) In the case of any Borrower, The Borrower will not consolidate with or merge with or into any other corporation or convey, transfer or lease its properties and assets Property substantially as an entirety to any personPerson, unless: (i) the corporation formed by such consolidation or merger into which the Borrower is merged or the person Person which acquires by conveyance or transfer, or which leases, the properties and assets Property of such the Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents Obligations and the performance or observance of every covenant of this Agreement on the part of such the Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, no Default or Event of Unmatured Default shall have occurred and be continuing; and (iii) the Company Borrower shall have delivered to the Administrative Agent an officers' officer's certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation by any the Borrower with or merger by any the Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets Property of any the Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such the Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a the Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. (a) In the case of any Borrower, The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other corporation or entity and the Company shall not sell, convey, transfer assign, transfer, lease or lease its otherwise dispose of all or substantially all of the Company's and the Restricted Subsidiaries' properties and assets substantially as an entirety (determined on a consolidated basis for the Company and the Restricted Subsidiaries) to any personentity in a single transaction or series of related transactions, unless: unless (i) either (x) the corporation formed by such consolidation Company shall be the Surviving Person or merger or (y) the person which acquires by conveyance or transfer, or which leases, Surviving Person (if other than the properties and assets of such Borrower substantially as an entirety Company) shall be a corporation organized and validly existing under the laws of the United States of America or any state State thereof or the District of Columbia Columbia, and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party heretoshall, in form satisfactory to the Administrative Agentany such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of of, premium, if any, and interest on all the Loans and all other obligations of such Borrower under the Loan Documents Securities and the performance or and observance of every covenant of this Indenture and the Registration Rights Agreement to be performed or observed on the part of such Borrower to be performed or observed; the Company, (ii) immediately after giving effect to such transactionthereafter, no Default or Event of Default shall have occurred and be continuing; and continuing and (iii) immediately after giving effect to any such transaction involving the Incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any Restricted Subsidiary in connection with or as a result of such transaction as having been Incurred at the time of such transaction), the Surviving Person (A) shall have delivered a Consolidated Net Worth equal to or greater than the Administrative Agent an officers' certificate and an opinion Consolidated Net Worth of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating the Company immediately prior to such transaction have been complied and (B) could Incur, on a pro forma basis after giving effect to such transaction as if it had occurred at the beginning of the four-quarter period immediately preceding such transaction for which consolidated financial statements of the Company are available, at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Coverage Ratio of the first paragraph of Section 4.04; provided that the Company will not be subject to the provisions of this clause (iii) (B) in the case of a merger of the Company with a Subsidiary of the Company effected for the sole purpose of creating a holding company for the Company. Notwithstanding the foregoing clause (iii) of the immediately preceding paragraph, any Restricted Subsidiary may consolidate with. (b) Upon any consolidation by any Borrower with , merge into or merger by any Borrower into transfer all or part of its properties and assets to the Company or any other corporation Restricted Subsidiary. For purposes of the foregoing, the transfer (by lease, assignment, sale or any conveyanceotherwise, transfer in a single transaction or lease series of transactions) of all or substantially all the properties and assets of any Borrower one or more Restricted Subsidiaries the Equity Interest of which constitutes all or substantially as an entirety in accordance with paragraph (a) above, all the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, properties and be substituted for, and may exercise every right and power of, assets of the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation Company shall be relieved deemed to be the transfer of all obligations or substantially all the properties and covenants under assets of the Loan DocumentsCompany.

Mergers, Sales of Assets, Etc. (a) In the case of any Borrowerthe Company, consolidate or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, other than any of the foregoing transactions effectuated pursuant to a Permitted Reorganization, unless: (i) the Company is the surviving corporation or the corporation formed by such consolidation or merger or the person which acquires by conveyance or transfer, or which leases, the properties and assets of such Borrower the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower the Company under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower the Company to be performed or observed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Administrative Agent an officers' ’ certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon In the case of any Borrower (other than the Company), consolidate or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, other than any of the foregoing transactions effectuated pursuant to a Permitted Reorganization, unless (i) in the case of consolidation or merger, such Borrower is the surviving corporation; (ii) in the case of a consolidation or merger where such Borrower is not the surviving corporation or in the case of the conveyance, transfer or lease of such Borrower's properties and assets substantially as an entirety; (A) the surviving corporation or transferee/lessee is another Borrower or a Subsidiary Guarantor and such other Borrower or such Subsidiary Guarantor, as applicable, expressly assumes, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form and substance satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (B) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (C) the Company shall have delivered to the Administrative Agent an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (b) and that all conditions precedent herein provided for relating to such transaction have been complied with; or (iii) prior to the consummation of such transaction, either (A) such Borrower shall have repaid the principal amount of all Loans made to such Borrower, together with accrued interest thereon, and all other amounts then owing by such Borrower under the Loan Documents or (B) so long as immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing, the Company shall have expressly assumed, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form and substance satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed. (c) Except as contemplated by a Permitted Reorganization or as otherwise provided in paragraph (b) above, upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) or (b) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (ain one transaction or in a series of transactions) In all or substantially all of its assets, or all or substantially all of the case stock of any Borrowerof its Restricted Subsidiaries (in each case, consolidate whether now owned or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transferhereafter acquired), or which leasesliquidate or dissolve, except that, if at the properties time thereof and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing: (i) any Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary; andprovided that if any such transaction shall be between a Subsidiary Guarantor and a Restricted Subsidiary not a Subsidiary Guarantor, and such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company Borrower or to another Restricted Subsidiary; provided that if any such transaction shall be between a Subsidiary Guarantor and a Restricted Subsidiary not a Subsidiary Guarantor, and if such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have delivered assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent an officers' certificate in form and an opinion of counsel, each stating substance, (iv) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such consolidation, merger, conveyance, transfer liquidation or lease dissolution is in the best interests of the Borrower and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating is not materially disadvantageous to such transaction have been complied with.the Lenders, (bv) Upon any consolidation by any Borrower with prior to the Security Termination Date, the stock or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety Restricted Subsidiary may be sold, transferred, leased or otherwise disposed of in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents connection with the same effect as if making of an investment in a Joint Venture permitted under Section 6.04(h)(iii) below, and (vi) the stock or assets of any Restricted Subsidiary may be sold, transferred, leased or otherwise disposed of in a transaction permitted under Section 6.10; provided that any such successor corporation had been named as merger that would otherwise be permitted by this Section 6.03 involving a Borrower herein, and thereafter, the predecessor corporation Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be relieved of all obligations and covenants under the Loan Documentspermitted unless also permitted by Section 6.04.

Mergers, Sales of Assets, Etc. The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (ain one transaction or in a series of transactions) In all or substantially all of its assets, or all or substantially all of the case stock of any Borrowerof its Restricted Subsidiaries (in each case, consolidate whether now owned or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transferhereafter acquired), or which leasesliquidate or dissolve, except that, if at the properties time thereof and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing: (i) any Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary; andprovided, that if any such transaction shall be between a Subsidiary Guarantor and a Restricted Subsidiary not a Subsidiary Guarantor, and such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company Borrower or to another Restricted Subsidiary; provided, that if any such transaction shall be between a Subsidiary Guarantor and a Restricted Subsidiary not a Subsidiary Guarantor, and if such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have delivered assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent an officers' certificate in form and an opinion of counsel, each stating substance, (iv) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such consolidation, merger, conveyance, transfer liquidation or lease dissolution is in the best interests of the Borrower and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating is not materially disadvantageous to such transaction have been complied with.the Lenders, (bv) Upon any consolidation by any Borrower with prior to the Security Termination Date, the stock or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety Restricted Subsidiary may be sold, transferred, leased or otherwise disposed of in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents connection with the same effect as if making of an investment in a Joint Venture permitted under Section 6.04(h)(iii) below, and (vi) the stock or assets of any Restricted Subsidiary may be sold, transferred, leased or otherwise disposed of in a transaction permitted under Section 6.10; provided, that any such successor corporation had been named as merger that would otherwise be permitted by this Section 6.03 involving a Borrower herein, and thereafter, the predecessor corporation Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be relieved of all obligations and covenants under the Loan Documentspermitted unless also permitted by Section 6.04.

Mergers, Sales of Assets, Etc. The Borrower will not, and will ----------------------------- not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (ain one transaction or in a series of transactions) In all or substantially all of its assets, or all or substantially all of the case stock of any Borrowerof its Subsidiaries (in each case, consolidate whether now owned or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transferhereafter acquired), or which leasesliquidate or dissolve, except that, if at the properties time thereof and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing; and continuing (iiii) any Subsidiary may merge into the Company Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that if any such transaction shall be between a -------- Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have delivered assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents (lxi) pursuant to documentation satisfactory to the Administrative Agent an officers' certificate in form and an opinion substance, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of counselits assets to the Borrower or to another Subsidiary, each stating provided that if any such transaction shall be between a Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and if such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such consolidation, merger, conveyance, transfer liquidation or lease dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such supplemental agreement comply with merger that would -------- otherwise be permitted by this paragraph (a) and Section 6.03 involving a Person that all conditions precedent herein provided for relating is not a wholly owned Subsidiary immediately prior to such transaction have been complied withmerger shall not be permitted unless also permitted by Section 6.04. (b) Upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. (a) In the case of any Borrower, consolidate or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transfer, or which leases, the properties and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Administrative Agent an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating to such transaction have been complied with.. 75 69 (b) Upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. (a) In the case of any Borrower, consolidate or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transfer, or which leases, the properties and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Administrative Agent an officers' certificate and an 75 69 opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. No Loan Party will, nor will it permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (ain one transaction or in a series of transactions) In all or substantially all of its assets, or all or substantially all of the case stock of any Borrowerof its Subsidiaries (in each case, consolidate whether now owned or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transferhereafter acquired), or which leasesliquidate or dissolve, except that, if at the properties time thereof and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing: (i) any Subsidiary may merge with the Company in a transaction in which the Company is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Loan Party (other than the Company) and any Non-Loan Party or any other Person may merge into any Loan Party in a transaction in which a Loan Party is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Loan Party; (iii) any Non-Loan Party may merge into any other Non-Loan Party; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Subsidiary; provided that if any such transferor is a Loan Party, such transferee shall also be a Loan Party; (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (iiivi) the Company shall have delivered or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets pursuant to the Administrative Agent an officers' certificate and an opinion of counsela transaction permitted under Section 6.04 or 6.05; provided, each stating that any such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with merger that would otherwise be permitted by this paragraph (a) and Section 6.03 involving a Person that all conditions precedent herein provided for relating is not a wholly-owned Subsidiary immediately prior to such transaction have been complied withmerger shall not be permitted unless also permitted by Section 6.04. (b) Upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. (ai) In the case Consolidate or merge with or into any other Person, or permit any of any Borrower, its Material Subsidiaries to consolidate or merge with or into any other corporation Person, (ii) permit any other Person to consolidate with or merge into such Borrower or any of its Material Subsidiaries, or (iii) transfer, convey, transfer sell, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety entirety, or permit any of its Material Subsidiaries to do any personof the foregoing, unless: (iA) immediately before and after giving effect to such transaction and treating any Debt incurred by such Borrower or a Material Subsidiary of such Borrower as a result of such transaction as having been incurred by such Borrower or such Material Subsidiary at the corporation time of such transaction, no Default would have occurred and be continuing; (B) in case such Borrower or any of its Material Subsidiaries consolidates with or merges into another Person or will directly or indirectly transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets as an entirety, the Person formed by such consolidation or merger into which such Borrower or such Material Subsidiary is merged or the person Person which acquires by conveyance or transfer, conveyance, sale, lease or which leases, other disposition all or substantially all of the properties and assets of such Borrower substantially or such Material Subsidiary as an entirety shall (for purposes of this provision, a “Surviving Entity”) will be a corporation corporation, partnership or trust, will be organized and validly existing under the laws of Mexico or the United States of America or any state or political subdivision thereof (or, in the District case of Columbia and shall a transaction involving a Material Subsidiary, under the laws of any other jurisdiction) and, if such Borrower is a party to such transaction, will expressly assume, by an agreement supplemental hereto, assume in a written instrument executed and delivered to each other party heretothe Administrative Agent, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of (and premium, if any) and interest on all the Loans and all other obligations of such Borrower under the Loan Documents Notes and the performance or observance of every covenant of this Agreement each Loan Document on the part of such Borrower to be performed or observed; (iiC) in the case of a transaction involving such Borrower, immediately after giving effect to such transaction (including, without limitation, any Debt incurred or anticipated to be incurred in connection with or in respect of the transaction), no Default or Event of Default such Borrower or, if applicable, the Surviving Entity, shall have occurred and be continuinga Consolidated net worth equal to or greater than the Consolidated net worth of such Borrower immediately prior to such transaction; and (iiiD) such Borrower or the Company Surviving Entity shall have delivered to the Administrative Agent an officers' certificate and an opinion of counsel, each stating reputable United States counsel to the effect that such consolidation, merger, conveyance, transfer or lease and complies with the applicable provisions of this Agreement; provided, however, that nothing contained in this Section 5.02(c) shall be deemed to apply to, restrict or prohibit any transfer, conveyance, sale, lease or other disposition of properties or assets by a Material Subsidiary where the sole consideration received by such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating to Material Subsidiary in such transaction have been complied withconsists of cash, cash equivalents and/or the assumption of Debt. (b) Upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. (a) In the case of any Borrower, consolidate or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transfer, or which leases, the properties and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Administrative Agent an officers' ’ certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement comply with this paragraph (a) and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.

Mergers, Sales of Assets, Etc. The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (ain one transaction or in a series of transactions) In all or substantially all of its assets, or all or substantially all of the case stock of any Borrowerof its Restricted Subsidiaries (in each case, consolidate whether now owned or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transferhereafter acquired), or which leasesliquidate or dissolve, except that, if at the properties time thereof and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing; and (i) any Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Restricted Subsidiary may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary, provided that if any such transaction shall be between a Subsidiary Guarantor and a Restricted Subsidiary not a Subsidiary Guarantor, and such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company Borrower or to another Restricted Subsidiary, provided that if any such transaction shall be between a Subsidiary Guarantor and a Restricted Subsidiary not a Subsidiary Guarantor, and if such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have delivered assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent an officers' certificate in form and an opinion of counsel, each stating substance, (iv) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such consolidationliquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) the stock or assets of any Restricted Subsidiary may be sold, mergertransferred, conveyance, transfer leased or lease and such supplemental agreement comply otherwise disposed of in connection with this the making of an investment in a Joint Venture permitted under paragraph (a) and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation by any Borrower with below, and (vi) the stock or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety Restricted Subsidiary may be sold, transferred, leased or otherwise disposed of in accordance with paragraph (a) above, the successor corporation formed a transaction permitted under Section 6.10; provided that any such merger that would otherwise be permitted by this Section 6.03 involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made merger shall succeed to, and not be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documentspermitted unless also permitted by Section 6.04.

Mergers, Sales of Assets, Etc. The Borrower will not, and will ----------------------------- not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (ain one transaction or in a series of transactions) In all or substantially all of its assets, or all or substantially all of the case stock of any Borrowerof its Subsidiaries (in each case, consolidate whether now owned or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or merger or the person which acquires by conveyance or transferhereafter acquired), or which leasesliquidate or dissolve, except that, if at the properties time thereof and assets of such Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to each other party hereto, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other obligations of such Borrower under the Loan Documents and the performance or observance of every covenant of this Agreement on the part of such Borrower to be performed or observed; (ii) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing; and continuing (iiii) any Subsidiary may merge into the Company Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that if any such -------- transaction shall be between a Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have delivered assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent an officers' certificate in form and an opinion substance, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of counselits assets to the Borrower or to another Subsidiary, each stating provided that if any such transaction shall be between a Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and if such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such consolidation, merger, conveyance, transfer liquidation or lease dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any -------- such supplemental agreement comply with merger that would otherwise be permitted by this paragraph (a) and Section 6.03 involving a Person that all conditions precedent herein provided for relating is not a wholly owned Subsidiary immediately prior to such transaction have been complied withmerger shall not be permitted unless also permitted by Section 6.04. (b) Upon any consolidation by any Borrower with or merger by any Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of any Borrower substantially as an entirety in accordance with paragraph (a) above, the successor corporation formed by such consolidation or into which such Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Borrower under the Loan Documents with the same effect as if such successor corporation had been named as a Borrower herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Loan Documents.