Common use of Limitations on Mergers and Consolidations Clause in Contracts

Limitations on Mergers and Consolidations. The Company shall not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets, or assign any of its obligations under the Notes or this Indenture, to any Person unless: (i) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or assignment shall be made (collectively, the "Successor"), is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee all of the obligations of the Company under the Notes and this Indenture; (ii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the EBITDA Coverage Ratio of the Company or the Successor, as the case may be, would be such that the Company or the Successor, as the case may be, would be entitled to incur at least $1.00 of additional Indebtedness under the EBITDA Coverage Ratio test in Section 4.11 hereof; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance or other disposition or assignment complies with the provisions of this Indenture.

Limitations on Mergers and Consolidations. The Company shall not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets, or assign any of its obligations under the Notes or this Indenture, to any Person unless: (i) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or assignment shall be made (collectively, the "“Successor"”), is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee all of the obligations of the Company under the Notes and this Indenture; (ii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the EBITDA Coverage Ratio of the Company or the Successor, as the case may be, would be such that the Company or the Successor, as the case may be, would be entitled to incur at least $1.00 of additional Indebtedness under the EBITDA Coverage Ratio test in Section 4.11 hereof; and (v) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance or other disposition or assignment complies with the provisions of this Indenture.

Limitations on Mergers and Consolidations. (a) The Company shall will not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assetsassets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations hereunder or under the Notes 49 60 Securities of any series (as an entirety or this Indenturesubstantially an entirety in one transaction or series of related transactions), to any Person unless: (i) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or assignment shall will be made (collectively, the "Successor"), is a solvent corporation or other legal entity organized and existing under the laws of the United States or any State state thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under the Notes Securities of any series and this Indenture; , (ii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basistransaction, no Default or Event of Default shall have has occurred and be is continuing; , (iii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment transaction and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Tangible Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; transaction and (iv) immediately after giving effect the ratio of the Company's Indebtedness (excluding Non-Recourse Indebtedness) to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the EBITDA Coverage Ratio Consolidated Tangible Net Worth contained in Section 6.13(a) hereof of the Company or the Successor, as the case may be, immediately after giving effect to such transaction, would be such that the Company or the Successor, as the case may be, would be entitled to incur Incur at least $1.00 1 of additional Indebtedness under the EBITDA Coverage Ratio test in Section 4.11 hereof; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance or other disposition or assignment complies with the provisions of this Indentureratio.

Limitations on Mergers and Consolidations. (a) The Company shall will not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assetsassets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations hereunder or under the Notes Securities of any series (as an entirety or this Indenturesubstantially an entirety in one transaction or series of related transactions), to any Person unless: (i) the Person formed by or surviving such 56 67 consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or assignment shall will be made (collectively, the "Successor"), is a solvent corporation or other legal entity organized and existing under the laws of the United States or any State state thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under the Notes Securities of any series and this Indenture; , (ii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basistransaction, no Default or Event of Default shall have has occurred and be is continuing; , (iii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment transaction and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Tangible Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; transaction and (iv) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the EBITDA Consolidated Fixed Charge Coverage Ratio contained in Section 6.13(a)(i) hereof of the Company or the Successor, as the case may be, immediately after giving effect to such transaction, would be such that the Company or the Successor, as the case may be, would be entitled to incur Incur at least $1.00 1 of additional Indebtedness under the EBITDA such Consolidated Fixed Charge Coverage Ratio test in Section 4.11 hereof; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance or other disposition or assignment complies with the provisions of this Indenturetest.

Limitations on Mergers and Consolidations. The Company Borrower shall not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets, or assign any of its obligations under the Notes or this IndentureAgreement, to any Person unless: (i) the Person formed by or surviving such consolidation or merger (if other than the CompanyBorrower), or to which such sale, lease, conveyance or other disposition or assignment shall be made (collectively, the "Successor"), is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia, and the Successor assumes by supplemental indenture an assumption agreement in a form satisfactory to the Trustee Administrative Agent all of the obligations of the Company Borrower under the Notes and this IndentureAgreement; (ii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Net Worth of the Company Borrower or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of the Company Borrower immediately prior to such transaction; (iv) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the EBITDA Coverage Ratio of the Company Borrower or the Successor, as the case may be, would be such that the Company Borrower or the Successor, as the case may be, would be entitled to incur at least $1.00 of additional Indebtedness under the EBITDA Coverage Ratio test in Section 4.11 6.02 hereof; and (v) the Company Borrower shall have delivered to the Trustee Administrative Agent an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance or other disposition or assignment complies with the provisions of this IndentureAgreement.

Limitations on Mergers and Consolidations. The (a) Neither the Company shall not nor any Guarantor shall, in any transaction or series of transactions, consolidate with or merge with or intointo any Person, or sell, lease, convey convey, transfer or otherwise dispose of all or substantially all of its assets, or assign any of its obligations under the Notes or this Indenture, assets to any Person (other than a consolidation or merger of the Company and the Guarantor or a sale, lease, conveyance, transfer or other disposition of all or substantially all of the assets of the Company to the Guarantor or of the Guarantor to the Company), unless: (i1) either (a) the Company or the Guarantor, as the case may be, shall be the continuing Person or (b) the Person formed by or surviving such consolidation or merger (if other than the Company)Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor is merged, or to which such sale, lease, conveyance conveyance, transfer or other disposition or assignment shall be made (collectively, the "“Successor"”), expressly assumes by supplemental indenture, in the case of the Company, the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities and the performance of the Company’s covenants and obligations under this Indenture and the Securities, or, in the case of the Guarantor, the performance of the Guarantee and the Guarantor’s covenants and obligations under this Indenture and the Securities; (2) the continuing Person is a corporation organized and validly existing under the laws of the United States or any State thereof or and, if such continuing Person is not organized and validly existing under the District laws of Columbiathe United States, such continuing Person shall agree in a supplemental indenture to be bound by a covenant comparable to that described in Section 4.06 with respect to taxes imposed in the continuing Person’s jurisdiction of residence, and such continuing Person shall benefit from a redemption option comparable to that described in Article III in the Successor assumes by supplemental indenture event of changes in a taxes in such jurisdiction after the date of such transaction, in each case in form and substance satisfactory to the Trustee all of the obligations of Trustee; (3) the Company under or such Guarantor, as the Notes case may be, delivers to the Trustee an Officers’ Certificate, stating that the transaction and such supplemental indenture comply with this Indenture; Indenture; and (ii4) immediately after giving effect to such consolidation, merger, sale, lease, conveyance a transaction or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basistransactions, no Default or Event of Default shall have Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and be is continuing; (iii) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the EBITDA Coverage Ratio of the Company or the Successor, as the case may be, would be such that the Company or the Successor, as the case may be, would be entitled to incur at least $1.00 of additional Indebtedness under the EBITDA Coverage Ratio test in Section 4.11 hereof; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance or other disposition or assignment complies with the provisions of this Indenture.