Common use of Restriction on Fundamental Changes Clause in Contracts

Restriction on Fundamental Changes. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of the business or property of the Borrower or, in the case of a Subsidiary of the Borrower the business or property of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Borrower shall be the continuing corporation (in the case of a merger or consolidation), or the successor, if other than the Borrower shall be a corporation organized and existing under the laws of the United States of America or any State thereof and such corporation shall expressly assume to the satisfaction of the Required Banks the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any Notes to be performed by the Borrower and (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided further that any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other wholly-owned Subsidiary of the Borrower.

Restriction on Fundamental Changes. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part substantially all of the business or property of the Borrower Company, or, in the case of a Subsidiary of the Borrower Company, the business or property of the Borrower Company and its Subsidiaries taken as a whole, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Borrower Company shall be the continuing corporation (in the case of a merger or consolidation), or the successor, if other than the Borrower Company, shall (A) be a corporation organized and existing under the laws of the United States of America or America, any State thereof or the District of Columbia, (B) deliver all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act, requested by any Lender, (C) deliver to the Agent documents of the type described in Section 3.01(h)(ii), (iii), (iv) and (v) and (D) such corporation shall expressly assume to the satisfaction of the Required Banks Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any the Notes to be performed by the Borrower Company, and (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided and provided, further that (x) any wholly-owned Subsidiary of the Borrower Company may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower Company or any other wholly-owned Subsidiary of the BorrowerCompany, (y) any Subsidiary may merge, consolidate, amalgamate, liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or discontinue its business and (z) any Subsidiary may convey, lease, sell or transfer its assets, in each case so long as doing so does not result, directly or indirectly, in the disposition (in one or a series of transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any of its Subsidiaries Collateral SPV or Collateral LLC to, enter into any merger or consolidationconsolidation without obtaining the prior written consent thereto of the Required Banks, unless (i) in the case of any such merger or consolidation involving (u) the Borrower, the Borrower is the surviving entity, (v) iStar Xxxx Holdings LLC, iStar Xxxx Holdings LLC is the surviving entity (provided that iStar Xxxx LLC and any other Collateral SPV owned by iStar Xxxx Holdings LLC, shall not be permitted to merge or consolidate with or into iStar Xxxx Holdings LLC), (w) a Collateral SPV (other than iStar Xxxx Holdings LLC), a Collateral SPV is the surviving entity, (x) a Collateral LLC, a Collateral LLC is the surviving entity, (y) a Grantor, a Grantor is the surviving entity and (z) a Guarantor, a Guarantor is the surviving entity, and (ii) in each case, the same will not result in the occurrence of a Material Default or an Event of Default. The Borrower shall not, and shall not permit any Collateral SPV or Collateral LLC to, liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part substantially all of the its business or property of the Borrower property, whether now or hereafter acquired, other than to any Collateral SPV (or, in the case of a Subsidiary any Collateral LLC, to any other Collateral LLC or in connection with any sale of the Borrower the business or property of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Borrower shall be the continuing corporation (in the case of a merger or consolidation), or the successor, if other than the Borrower shall be a corporation organized and existing under the laws of the United States of America or any State thereof and such corporation shall expressly assume to the satisfaction of the Required Banks the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any Notes to be performed by the Borrower and (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided further that any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any payment or prepayment in full or other wholly-owned Subsidiary monetization in full of the Borrowerits assets).

Restriction on Fundamental Changes. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part substantially all of the business or property of the Borrower Company, or, in the case of a Subsidiary of the Borrower Company, the business or property of the Borrower Company and its Subsidiaries taken as a whole, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Borrower Company shall be the continuing corporation (in the case of a merger or consolidation), or the successor, if other than the Borrower Company, shall be a corporation organized and existing under the laws of the United States of America or America, any State thereof or the District of Columbia and such corporation shall expressly assume to the satisfaction of the Required Banks Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any the Notes to be performed by the Borrower and Company, (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing, and (iii) on the effective date of any such merger or consolidation occurring on or after the Restatement Date, the covenant contained in Section 5.03, calculated on a pro forma basis with respect to the twelve month period ending on such date, after giving effect to such merger or consolidation with respect to the Company or other obligor for the Advances and other obligations hereunder, shall be satisfied; provided and provided, further that any whollymajority-owned Subsidiary of the Borrower Company may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower Company or any other whollymajority-owned Subsidiary of the BorrowerCompany. Pro forma compliance with Section 5.03 shall be determined in a manner which includes appropriate adjustments to Consolidated Interest Expense and Consolidated EBT, including, without limitation, adjustments designed to reflect indebtedness incurred in connection with or in contemplation of such merger or consolidation and interest expense for the twelve month period ending on the date of such determination in respect thereof, and shall be demonstrated to the reasonable satisfaction of the Agent.

Restriction on Fundamental Changes. The U.S. Borrower shall not, and shall not permit any of its Material Subsidiaries to, enter into any merger : (i) merge or consolidationconsolidate with, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or ii) convey, leasetransfer, sell, transfer lease or otherwise dispose of, of (whether in one transaction or a series of transactions, ) all or any substantial part substantially all of the business property (whether now owned or property hereafter acquired) of the Borrower or, in the case of a Subsidiary of the Borrower the business or property of the U.S. Borrower and its Subsidiaries Subsidiaries, taken as a whole, to, or (iii) convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions, and whether by or pursuant to merger, consolidation or any other arrangement), any property (whether now owned or hereafter acquired) essential to the conduct of the business of the U.S. Borrower and its Subsidiaries, taken as a whole, to, any Person; provided however, that so long as no Default shall have occurred and then be continuing or would result therefrom, any Person may merge or consolidate with (A) the U.S. Borrower, so long as such Borrower is the surviving entity, (B) any other Borrower, so long as such other Borrower is the surviving entity and (C) any other Material Subsidiary; provided further, that in the case of clauses (A), (B) and (C), such merger or consolidation shall be permitted if is not otherwise prohibited by this Agreement. Subject to the foregoing, and except to the extent otherwise prohibited by this Agreement, the U.S. Borrower may, directly or indirectly, sell all or a portion of the capital stock or other equity interests of any Subsidiary (i) the Borrower shall be the continuing corporation (in the case including by way of a merger or consolidation)) for fair market value, or as determined in good faith by the successorU.S. Borrower’s board of directors; provided however, that if other than the Borrower shall such Subsidiary is also a Euro Borrower, such Subsidiary ceases to be a corporation organized Euro Borrower, as applicable, immediately prior to such sale and existing under the laws all Obligations of the United States of America or any State thereof and such corporation shall expressly assume Subsidiary in its capacity as a Euro Borrower are paid in full prior to the satisfaction date of the Required Banks the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any Notes to be performed by the Borrower and such sale. (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided further that any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other wholly-owned Subsidiary of the Borrower.c)

Restriction on Fundamental Changes. The Borrower will not and will not permit its Subsidiaries directly or indirectly to: (i) unless and only to the extent required by law, amend, modify or waive any term or provision of its articles of organization, partnership agreement, operating agreement, management agreements, articles of incorporation or certificates of designations pertaining to preferred stock or by-laws without the consent of Administrative Agent (which consent shall not be unreasonably withheld), other than an amendment, modification or waiver that is solely ministerial or administrative in nature or the reincorporation of Borrower in the State of Delaware; provided, however, Borrower shall notpromptly give Administrative Agent notice of any such amendment, and shall not permit any of its Subsidiaries to, modification or waiver; (ii) enter into any transaction of merger or consolidation, consolidation or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer acquire by purchase or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of the business or property assets of any other Person, except (each of the Borrower orfollowing, in the case of a “Permitted Acquisition”) (a) any Subsidiary of Borrower may be merged with or into Borrower or any wholly owned Subsidiary of Borrower provided that Borrower or such wholly owned Subsidiary of Borrower is the surviving entity, and (b) Borrower or its Subsidiaries may consolidate or merge with or into any other Person or acquire by purchase or otherwise all or any substantial part of the business or property assets of the Borrower and its Subsidiaries taken as a wholeany other Person, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Borrower shall be the continuing corporation (in the case of a merger or consolidation), or the successor, if other than the Borrower shall be a corporation organized and existing under the laws of the United States of America or any State thereof and such corporation shall expressly assume to the satisfaction of the Required Banks the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any Notes to be performed by the Borrower and (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided further that any wholly-owned Subsidiary of the Borrower may merge into then exists or conveywould result from such transaction, sell, lease or transfer all or substantially all of its assets to, the Borrower or such Subsidiary is the surviving or continuing entity and the consideration for each such transaction provided by Borrower (whether in the form of stock, cash or other consideration) does not exceed $100,000,000 and such consideration for all such transactions under this subclause (b) after the Amendment Date does not in the aggregate exceed $200,000,000; or (iii) liquidate, wind-up or dissolve itself (or suffer any other wholly-owned Subsidiary of the Borrowerliquidation or dissolution).

Restriction on Fundamental Changes. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part substantially all of the business or property of the Borrower Company, or, in the case of a Subsidiary of the Borrower Company, the business or property of the Borrower Company and its Subsidiaries taken as a whole, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Borrower Company shall be the continuing corporation (in the case of a merger or consolidation), or the successor, if other than the Borrower Company, shall (A) be a corporation organized and existing under the laws of the United States of America or America, any State thereof or the District of Columbia, (B) deliver all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti- Money Laundering Laws, including the PATRIOT Act, requested by any Lender, (C) deliver to the Agent documents of the type described in Section 3.01(h)(ii), (iii), (iv) and (v) and (D) such corporation shall expressly assume to the satisfaction of the Required Banks Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any the Notes to be performed by the Borrower Company, and (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided and provided, further that (x) any wholly-owned Subsidiary of the Borrower Company may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower Company or any other wholly-owned Subsidiary of the BorrowerCompany, (y) any Subsidiary may merge, consolidate, amalgamate, liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or discontinue its business and (z) any Subsidiary may convey, lease, sell or transfer its assets, in each case so long as doing so does not result, directly or indirectly, in the disposition (in one or a series of transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole.

Restriction on Fundamental Changes. The Borrower shall not, and shall not permit any of its Material Subsidiaries to, (a) merge with any Person other than a Wholly-Owned Subsidiary of the Borrower that is a Material Subsidiary, provided, however, that none of Pellet, NSFC, ProCoil and NSH shall merge with any other Person, (b) consolidate with any Person other than a Wholly-Owned Subsidiary of the Borrower that is a Material Subsidiary, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any merger joint venture or consolidationpartnership with any Person or (f) acquire or create any Subsidiary, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of the business or property of the Borrower orunless, in the case of a Subsidiary of clauses (e) and (f) above, the Borrower is in compliance with Section 6.14 (Additional Collateral and Guaranties) and the business Investment in such Subsidiary or property of the Borrower and its Subsidiaries taken as a wholejoint venture is permitted under Sections 7.7 (e) or (h) (Investments in Other Persons)); provided, whether now or hereafter acquired; provided however, that any such merger or consolidation shall be permitted if (i) the Borrower shall be authorized to consummate any transaction described in clauses (a) through (d) above and Pellet shall be authorized to consummate any transaction described in clauses (b) through (e) above, in each ease to the continuing corporation extent the Stock, Stock Equivalents and assets that are acquired do not have in the aggregate a Fair Market Value of more than fifty million Dollars ($50,000,000) per Fiscal Year and, in the case of a merger or consolidation), or any transaction described in clause (a) above and involving the successor, if other than the Borrower shall be a corporation organized and existing under the laws of the United States of America or any State thereof and such corporation shall expressly assume to the satisfaction of the Required Banks the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any Notes to be performed by the Borrower and (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided further that any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets toBorrower, the Borrower or any other wholly-owned Subsidiary of surviving corporation is the Borrower.

Restriction on Fundamental Changes. The Borrower (a) Prior to the Conversion Date, subject to Section 5.2 and other than the sale of 100% of a Subsidiary of the Company in accordance with Section 2.5(a)(2)(A) and Section 6.9, the Company shall not, and nor shall not it cause or permit any of its Subsidiaries to, directly or indirectly, enter into any merger transaction, or consolidationseries of related transactions, of merger, amalgamation, consolidation or combination, or consolidate, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, sell, lease, sellsublease, transfer or otherwise dispose of, in one transaction or in a series of transactions, all or substantially all of its business, property or assets, whether now owned or hereafter acquired, except any substantial part of the business or property of the Borrower or, in the case of a Subsidiary of the Borrower Company may be merged, amalgamated, consolidated or combined with or into the business Company or property any wholly-owned Subsidiary of the Borrower and its Subsidiaries taken as a wholeCompany or be liquidated, whether now wound up or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Borrower shall be the continuing corporation (in the case of a merger or consolidation)dissolved, or all or substantially all of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or in a series of transactions, to the successor, if other than the Borrower shall be a corporation organized and existing under the laws Company or to any wholly-owned Subsidiary of the United States Company; provided, however, that (1) no Potential Event of America or any State thereof and such corporation shall expressly assume to the satisfaction of the Required Banks the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any Notes to be performed by the Borrower and (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided further that any wholly-owned continuing or would result therefrom, (2) in the case of such a merger, amalgamation, consolidation or combination of the Company and a Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets toCompany, the Borrower Company shall be the continuing or any other wholly-owned Subsidiary surviving corporation, and (3) where one or more of the Borrowerpredecessor entities is the Company or a Guarantor, the surviving entity (A) if it is the Company or a Subsidiary Guarantor (i) continues to be bound as such under this Agreement or the Guarantee of such Guarantor, as the case may be, and (ii) executes and delivers to the Agent immediately upon consummation of such transaction a written confirmation or acknowledgment to such effect, in form and substance satisfactory to the Lender, together with evidence of appropriate corporate power, authority and action and a written legal opinion in form and substance satisfactory to the Agent to the effect that this Agreement and such Guarantee continue to be a legal, valid and binding obligation of such entity, enforceable against such entity in accordance with its terms (subject to customary exceptions in respect of bankruptcy, insolvency and other equitable remedies) and with respect to such other matters as the Agent may reasonably request, and (B) if it is not the Company or a Guarantor, executes and delivers to the Agent immediately upon the consummation of such transaction an assumption agreement, in form and substance satisfactory to the Agent, whereby such surviving entity assumes the due and punctual performance of all obligations and liabilities of such predecessor Guarantor under its Guarantee, together with evidence of appropriate corporate power, authority and action and a written legal opinion in form and substance satisfactory to the Agent to the effect that such Guarantee is the legal, valid and binding obligation of such surviving entity, enforceable against such surviving entity in accordance with its terms (subject to customary exceptions in respect of bankruptcy, insolvency and other equitable remedies) and with respect to such other matters as the Agent may reasonably request.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any of its Subsidiaries Collateral SPV or Collateral LLC to, enter into any merger or consolidationconsolidation without obtaining the prior written consent thereto of the Required Banks, unless (i) in the case of any such merger or consolidation involving (u) the Borrower, the Borrower is the surviving entity, (v) iStar Xxxx Holdings LLC, iStar Xxxx Holdings LLC is the surviving entity (provided that SFI Belmont LLC and any other Collateral SPV owned by iStar Xxxx Holdings LLC, shall not be permitted to merge or consolidate with or into iStar Xxxx Holdings LLC), (w) a Collateral SPV (other than iStar Xxxx Holdings LLC), a Collateral SPV is the surviving entity, (x) a Collateral LLC, a Collateral LLC is the surviving entity, (y) a Grantor, a Grantor is the surviving entity and (z) a Guarantor, a Guarantor is the surviving entity, and (ii) in each case, the same will not result in the occurrence of a Material Default or an Event of Default. The Borrower shall not, and shall not permit any Collateral SPV or Collateral LLC to, liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part substantially all of the its business or property of the Borrower property, whether now or hereafter acquired, other than to any Collateral SPV (or, in the case of a Subsidiary any Collateral LLC, to any other Collateral LLC or in connection with any sale of the Borrower the business or property of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Borrower shall be the continuing corporation (in the case of a merger or consolidation), or the successor, if other than the Borrower shall be a corporation organized and existing under the laws of the United States of America or any State thereof and such corporation shall expressly assume to the satisfaction of the Required Banks the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and any Notes to be performed by the Borrower and (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; provided further that any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any payment or prepayment in full or other wholly-owned Subsidiary monetization in full of the Borrowerits assets).

Restriction on Fundamental Changes. The Borrower A. Company shall not, and shall not permit any in a single transaction or series of its Subsidiaries torelated transactions, enter consolidate or merge with or into any merger or consolidationPerson, or liquidatesell, wind-up or dissolve (or suffer any liquidation or dissolution)assign, discontinue its business or conveytransfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of Company to sell, transfer assign, transfer, lease, convey or otherwise dispose of, in one transaction or series of transactions, ) all or substantially all of Company's assets (determined on a consolidated basis for Company and Company's Subsidiaries) whether as an entirety or substantially as an entirety to any substantial part of the business or property of the Borrower or, in the case of a Subsidiary of the Borrower the business or property of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if Person unless: (i) the Borrower either (1) Company shall be the surviving or continuing corporation or (in 2) the case of a merger or consolidation), or the successor, Person (if other than Company) formed by such consolidation or into which Company is merged or the Borrower Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of Company and of Company's Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia and such corporation (y) shall expressly assume assume, by supplemental agreement (in form and substance satisfactory to the satisfaction of the Required Banks Administrative Agent), executed and delivered to Administrative Agent, the due and punctual performance payment of the principal of, and observance of premium, if any, and interest on all of the covenants Loans and obligations contained in this Agreement Notes and the performance of every covenant herein and the payment of any Notes to be performed by the Borrower and other Obligations; (ii) immediately after giving effect to such merger transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or consolidationanticipated to be incurred in connection with or in respect of such transaction), Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 6.1 of this Agreement; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; provided further and (iv) Company or the Surviving Entity shall have delivered to Administrative Agent an Officers' Certificate and an opinion of counsel, each stating that any wholly-owned Subsidiary such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement, comply with the applicable provisions of this Agreement and that all conditions precedent in this Agreement relating to such transaction have been satisfied. For purposes of the Borrower may merge into foregoing, the transfer (by lease, assignment, sale or conveyotherwise, sell, lease in a single transaction or transfer series of transactions) of all or substantially all of its the properties or assets toof one or more Subsidiaries of Company, the Borrower Capital Stock of which constitutes all or any other wholly-owned Subsidiary substantially all of the Borrowerproperties and assets of Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of Company.

Restriction on Fundamental Changes. The Subject to Section 5.2 and other than the sale of 100% of a Subsidiary of the Borrower in accordance with Section 6.13 and Section 6.14, the Borrower shall not, and shall not cause or permit any of its Subsidiaries to, directly or indirectly, enter into any merger transaction, or consolidationseries of related transactions, of merger, amalgamation, consolidation or combination, or consolidate, or liquidate, wind-up windup or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, sell, lease, sellsublease, transfer or otherwise dispose of, in one transaction or in a series of transactions, all or substantially all of its business, property or assets, whether now owned or hereafter acquired, except that any substantial part of the business or property Subsidiary of the Borrower ormay be merged, amalgamated, consolidated or combined with or into the Borrower or any Guarantor or be liquidated, wound up or dissolved, or all or substantially all of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or in a series of related transactions, to the Borrower, any Guarantor or any Person which as a result thereof shall (i) become a Wholly- Owned Subsidiary of the Borrower and (ii) become a Guarantor in accordance with Section 10; provided that (A) no Potential Event of Default or Event of Default -------- shall have occurred and be continuing or would result therefrom, (B) in the case of such a merger, amalgamation, consolidation or combination of the Borrower and a Subsidiary of the Borrower the business or property of the Borrower and its Subsidiaries taken as a wholeBorrower, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) the Borrower shall be the continuing corporation or surviving corporation, (in C) the surviving entity (I) continues to be bound as such under this Agreement or the Guarantee of such Guarantor, as the case of a merger or consolidation)may be, or the successor, if other than the Borrower shall be a corporation organized and existing under the laws of the United States of America or any State thereof (II) executes and such corporation shall expressly assume delivers to the satisfaction Agent immediately upon consummation of such transaction a written confirmation or acknowledgment to such effect, in form and substance satisfactory to the Required Banks Agent, together with evidence of appropriate corporate power, authority and action and a written legal opinion in form and substance satisfactory to the due and punctual performance and observance of all of Agent to the covenants and obligations contained in effect that this Agreement and any Notes such Guarantee continue to be performed by a legal, valid and binding obligation of such entity, enforceable against such entity in accordance with its terms (subject to customary exceptions in respect of bankruptcy, insolvency and other equitable remedies) and with respect to such other matters as the Borrower Agent may reasonably request and (iiD) immediately after giving effect to such merger or consolidationany transaction contemplated by this Section 6.6, no Default or Event of Default the Borrower shall have occurred and be continuing; provided further a Consolidated Net Worth in an amount that any wholly-owned Subsidiary is not less than the Consolidated Net Worth of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other wholly-owned Subsidiary of the Borrowerprior to such transaction.