Restrictions on Transfer of Beneficial Interest. The Owner Participant agrees that it shall not, directly or indirectly, sell, convey, assign, pledge, mortgage or otherwise transfer all or any part of the Beneficial Interest (collectively, for purposes of this Section 6.1, a "transfer") prior to the expiration or earlier termination of the Lease Term without the Lessee's and, so long as any Equipment Notes are outstanding, the Indenture Trustee's prior written consent; provided that no such consent shall be required if the following conditions are satisfied (it being understood that the Indenture Trustee's consent shall not be required for any waiver of the conditions set forth in clauses (b) or (k) below):
Restrictions on Transfer of Beneficial Interest. The Owner Participant covenants and agrees that it shall not during the Facility Lease Term assign, convey or transfer any of its right, title or interest in the Beneficial Interest without the prior written consent of Midwest and, so long as the Lien of the Lease Indenture has not been terminated or discharged, without the prior written consent of the Lease Indenture Trustee and the Pass Through Trustee; provided, however, that the Owner Participant may assign, convey or transfer all or any part of its interest in the Beneficial Interest without such consent to a Person (the “Transferee”) which shall assume the duties and obligations of the Owner Participant under the Operative Documents with respect to the interest being transferred pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit J hereto, if each of the following conditions shall have been satisfied:
Restrictions on Transfer of Beneficial Interest. Owner Participant agrees that it shall not sell, convey, assign, pledge, mortgage or otherwise transfer any of its Beneficial Interest, except to Lessee in accordance with Section 23(c) of the Lease (to which transfer Indenture Trustee hereby consents), unless:
Restrictions on Transfer of Beneficial Interest. The Owner Participant agrees that it shall not, directly or indirectly, sell, convey, assign, pledge, mortgage or otherwise transfer all or any part of the Beneficial Interest (collectively, for purposes of this Section 6.1, a "transfer") prior to the expiration or earlier termination of the Lease Term without the Lessee's prior written consent (which consent shall not be unreasonably withheld); provided, however, no such consent shall be required in connection with any indirect transfer of the Beneficial Interest resulting from (i) any direct or indirect change of control of Philip Morris Capital Corporation or change of control of any direxx xx ixxxxxxt parent of Philip Morris Capital Corporation or (ii) any transfer of substantxxxxx axx xx the assets of Philip Morris Capital Corporation as an entirety; provided, furthex, xxxt xx xxch consent shall be required if the following conditions are satisfied:
Restrictions on Transfer of Beneficial Interest. The Owner Participant agrees that it shall not, directly or indirectly, sell, convey, assign, pledge, mortgage or otherwise transfer all or any part of the Beneficial Interest (collectively, for purposes of this Section 6.1, a "transfer") prior to the expiration or earlier termination of the Lease Term without the Lessee's prior written consent (which consent shall not be unreasonably withheld); provided, however, no such consent shall be required in connection with any indirect transfer of the Beneficial Interest resulting from (i) any direct or indirect change of control of Xxxxxx Xxxxxx Capital Corporation or change of control of any direct or indirect parent of Xxxxxx Xxxxxx Capital Corporation or
Restrictions on Transfer of Beneficial Interest. The Owner Participant agrees that it shall not sell, convey, assign, pledge, mortgage encumber or otherwise transfer any of its Beneficial Interest and further agrees that the obligations under the Owner Participant Guaranty shall not be transferred, in each case prior to the expiration or earlier termination of the Term of the Facility Lease, unless:
Restrictions on Transfer of Beneficial Interest. (a) The Owner Participant may Transfer all or any part of the Beneficial Interest to (i) an Affiliate of the Owner Participant (provided that the Owner Participant shall remain secondarily liable if such Affiliate does not meet the net worth standard set forth in Section 8.1(a)(ii)(B), or (ii) subject to Section 15.1 (Right of First Offer), to any other Person (an "Owner Participant Transferee"), provided, however, that so long as no Lease Event of Default shall have occurred and be then continuing:
Restrictions on Transfer of Beneficial Interest. (a) The Owner Participant covenants and agrees that it shall not directly or indirectly assign, convey or transfer any of its right, title or interest in the Beneficial Interest without the prior written consent of Old Dominion, so long as no Event of Default has occurred and is continuing, and, so long as the Loans are outstanding, the Agent; PROVIDED, HOWEVER, that the Owner Participant may assign, convey or transfer all of its interest in the Beneficial Interest without such consent to a Person (the "Transferee") which shall assume the duties and obligations of the Owner Participant under the Operative Documents pursuant to an assumption agreement substantially in the form of Exhibit O hereto, which Transferee shall be either (i) an Affiliate of the Owner Participant which does not otherwise qualify under clause (ii) below, provided that all of the payment and performance obligations of the Transferee under the Operative Documents shall be guaranteed by the Owner Participant pursuant to a guaranty substantially in the form of Exhibit P hereto or (ii) a Person which meets, or the payment and performance obligations of which under the Operative Documents are guaranteed (pursuant to a guaranty substantially in the form of Exhibit P hereto) by a Person which meets, the following criteria: (A) the tangible net worth of the Transferee or guarantor, if any, is at least equal to $100 million; (B) the Transferee and the guarantor, if any, is a financial institution, corporation or business trust; (C) the Transferee will be a "United States person" within the meaning of 7701(a)(30) of the Code; (D) so long as no Event of Default has occurred and is continuing and except at the end of the Term of the Equipment Operating Lease if Old Dominion has not elected to exercise the Purchase Option, such Transferee is not a direct competitor of Old Dominion. Notwithstanding the foregoing, the Owner Participant covenants and agrees for the benefit of Virginia Power that it shall not directly or indirectly assign, convey or transfer any of its right, title or interest in the Beneficial Interest to a direct competitor (or an Affiliate thereof) of Virginia Power without the prior written consent of Virginia Power.
Restrictions on Transfer of Beneficial Interest. The Owner Participant covenants and agrees with and for the benefit of the other parties to this Agreement that without the consent of the Lessee and a Majority In Interest, the Owner Participant will not sell, convey, assign or otherwise transfer all or a portion of its Beneficial Interest or its right and interest in and to this Agreement, the Tax Indemnity Agreement, the Trust Agreement and the other Operative Agreements prior to the expiration or earlier termination of the Lease Term (except by merger or consolidation) unless:
Restrictions on Transfer of Beneficial Interest. (a) The Owner Participant covenants and agrees that, except as otherwise permitted by Section 16, it shall not during the Facility Lease Term assign, convey or transfer any of its right, title or interest in the Beneficial Interest without the prior written consent, so long as no Event of Default has occurred and is continuing, of RMLC and, so long as no Sublease Event of Default has occurred and is continuing, of Oglethorpe and, so long as the Loan is outstanding, of the Lender and, so long as any OPC Secured Obligations (as defined in the Intercreditor Agreement) are outstanding and secured by the Oglethorpe Mortgage, of the RUS; provided, however, that the Owner Participant may not assign, convey or transfer its Beneficial Interest so as to cause there to exist more than two "Owner Participants" in respect of the Undivided Interest; and provided, further, that the Owner Participant may assign, convey or transfer all or a portion of its interest in the Beneficial
