Mergers, Sales, Etc. Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless in the case of any merger or consolidation (i) the Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to Buyer, Administrative Agent and each Group Agent an agreement, in form and substance reasonably satisfactory to Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of the Originator under this Agreement, (C) no Change in Control shall result, (D) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (E) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom and (F) Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.
Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c) shall not apply to (i) any merger or consolidation of Lessee with any other Person provided that the Lessee is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the Lessee's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of Lessee, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of Lessee), except that this Section 5.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee to the Lessee or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee or its Subsidiaries, or (iv) any other sale of the Lessee's assets during the Lease Term with an aggregate book value, when aggregated with all other such sales since the Initial Closing Date, not exceeding 7.5% of the aggregate book value of all of the Lessee's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(iv) above shall be permitted if any Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction.
Mergers, Sales, Etc. The Servicer shall not sell substantially all of its business or assets and shall not merge or consolidate with or into any other Person; provided, however, that (i) if no Termination Event or Unmatured Termination Event has occurred and is continuing or would result therefrom and (ii) either (A) the Servicer is the surviving Person or (B) the Servicer is not the surviving Person but the Seller complies with the Servicer Replacement Conditions as if the surviving Person is the assignee of the Servicer, the Servicer may merge or consolidate with any other U.S. corporation or limited liability company.
Mergers, Sales, Etc. Not consolidate or merge with or into any other Person or sell, lease or transfer all or substantially any portion of its property and assets, or agree to do any of the foregoing, unless (i) the Buyer shall have received 30 days’ prior notice thereof, (ii) no Lease Event of Default or Lease Default has occurred and is continuing or would result immediately after giving effect thereto, (iii) the Buyer shall have consented in writing thereto, if the resulting entity following such merger, consolidation or other restructuring is any Person other than a Lessee, (iv) Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to the Buyer, that its obligations under the Sprint Guarantee and the Performance Support Agreement shall apply to the surviving entity and (v) the Buyer receives such additional certifications and opinions of counsel as it shall reasonably request.
Mergers, Sales, Etc. Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets, or agree to do any of the foregoing, unless (i) no Event of Termination, Unmatured Event of Termination, Master Servicer Termination Event or Unmatured Master Servicer Termination Event has occurred and is continuing or would result immediately after giving effect thereto, (ii) if Originator is not the surviving corporation or if Originator sells, leases or transfers all or substantially all of its property and assets, the surviving corporation or the Person purchasing or being leased the assets is a wholly owned Subsidiary of CHR and agrees to be bound by the terms and provisions applicable to Originator hereunder, (iii) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (iv) Administrative Agent and Buyer have consented thereto in writing, such consent not to be unreasonably withheld and (v) Administrative Agent receives such additional certifications and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.
Mergers, Sales, Etc. Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets, or agree to do any of the foregoing, unless (i) no Lease Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) if such Originator is not the surviving entity or if such Originator sells, leases or transfers all or substantially all of its property and assets, the surviving entity or the Person purchasing or being leased the assets is a Subsidiary of Sprint and agrees to be bound by the terms and provisions applicable to such Originator hereunder, (iii) Sprint reaffirms in a writing, in form and substance reasonably satisfactory to MLS and the Collateral Agent, that its obligations under the Performance Support Agreement shall apply to the surviving entity and (iv) each of MLS and the Collateral Agent receives such additional certifications and opinions of counsel as it shall reasonably request.
Mergers, Sales, Etc. Merge into or with or consolidate with, or permit any of its Subsidiaries to merge into or with or consolidate with, any other Person, or Dispose of, or permit any of its Subsidiaries to Dispose of (whether in one transaction or in a series of transactions) all or any part of its Property to any other Person. Notwithstanding the foregoing limitations:
Mergers, Sales, Etc. (i) Merge into or consolidate with any other Person, or sell, lease, or otherwise dispose of all or any substantial part of its property or assets to any other Person; (ii) sell, assign, hypothecate, pledge, encumber, finance, transfer, or otherwise dispose of any or all of its interest in any Mortgaged Property without the prior written consent of Agent; or (iii) sell, assign, hypothecate, pledge, encumber, finance, transfer or otherwise dispose of more than forty-nine percent (49%) of the stock, partnership units or beneficial ownership interests in Borrower or General Partner in one or a series of related transactions, in each case other than to a Person who is a member or general partner of Borrower on the effective date of the transaction in question; provided, however, if at any time Borrower enters into any other mortgages or loan transactions which contain a provision restricting the sale, assignment, hypothecation, pledge, encumbrance, financing, transfer or other disposition of the stock, partnership units or beneficial ownership interests in Borrower in one or a series of related transactions that is more restrictive than the restriction set forth in this subclause (iii), then the most restrictive provision in any other mortgage or loan transaction entered into by Borrower regarding the sale, assignment, hypothecation, pledge, encumbrance, financing, transfer or other disposition of the stock, partnership units or beneficial ownership interests in Borrower in one or a series of related transactions shall be deemed to be incorporated into this Agreement as and for the restriction set forth in this subclause (iii) as if set forth fully herein.
Mergers, Sales, Etc. Merge or consolidate with any other Person, or consummate any Asset Sale or intercompany transfer of assets; provided, however, that the foregoing restrictions shall not be applicable to:
Mergers, Sales, Etc. It shall not (i) consolidate or merge with or into, or sell, lease or otherwise transfer all or substantially all of its assets to, any other Person, unless (a) the Performance Guarantor is the surviving entity, (b) if the Performance Guarantor is not the surviving entity, such surviving entity assumes the obligations of the Performance Guarantor under this Agreement or (c) the Administrative Agent and each Purchaser has provided prior written consent to such consolidation, merger or sale, such consent not to be unreasonably withheld or delayed, or (ii) discontinue or eliminate any business line or segment if such discontinuance or elimination could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
