Common use of Successor Entity Clause in Contracts

Successor Entity. Notwithstanding the foregoing, Tenant shall have the right to make an Assignment to a Successor Entity (hereinafter defined) without Landlord’s consent, provided that upon consummation of the transaction resulting in the Assignment to the Successor Entity, the credit of the party or parties liable for Tenant’s obligations under this Lease (including any assignor tenant that has not been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any such party is rated at such time) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, as used in this Section shall mean a corporation or other business entity (i) into which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation or other business entity, or (ii) which acquires control of Tenant in a bona fide transaction not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction all or substantially all of the assets of Tenant or all or substantially all of the assets of any operating unit of Tenant; provided that: (a) in the case of a merger or consolidation, if the Tenant under this Lease is a new Tenant as a result of such merger or consolidation, by operation of law or by effective provisions contained in the instruments of merger or consolidation or acquisition, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity surviving such merger or consolidation; and (b) in the case of an asset sale, by operation of law or by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after the consummation of such Assignment shall deliver to Landlord the Assignee’s written confirmation that the Assignee has assumed and agreed to pay or perform, as applicable, all of Tenant’s obligations under this Lease. In addition, within twenty (20) Business Days after Landlord’s request therefor, the Assignee shall execute and deliver a written assumption in form and substance satisfactory to Landlord in Landlord’s reasonable discretion of Tenant’s obligations under this Lease. In addition, Tenant may Sublease all or any portion of the Premises without Landlord’s consent to any corporation, partnership, trust, association or other business organization directly or indirectly controlling or controlled by or under common control with Tenant (any such Sublease, an “Affiliate Sublease”), so long as Tenant gives Landlord not less than a fifteen (15) days’ prior written notice thereof. Within thirty (30) days after entering into any such Sublease, Tenant shall give Landlord a copy of the fully-signed Sublease, which shall incorporate the terms of the last sentence of Subsection 4.10.6.

Successor Entity. Notwithstanding the foregoingThe Borrower will not, Tenant shall have the right to make an Assignment to a Successor Entity (hereinafter defined) without Landlord’s consentand it will not permit any Material Restricted Subsidiary to, provided that upon consummation of the enter into any transaction resulting in the Assignment to the Successor Entity, the credit of the party or parties liable for Tenant’s obligations under this Lease (including any assignor tenant that has not been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any such party is rated at such time) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, as used in this Section shall mean a corporation or other business entity (i) into which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation or other business entity, or (ii) which acquires control of Tenant in a bona fide transaction not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction whereby all or substantially all of the undertaking, property and assets of Tenant the Borrower or all or substantially all of the assets of any operating unit Material Restricted Subsidiary would become the property of Tenant; provided that: any other Person (a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Parties) unless: (a) such transaction takes place in accordance with the case of a merger or consolidation, if the Tenant under this Lease is a new Tenant as a result of such merger or consolidation, by operation of law or by effective provisions contained in the instruments of merger or consolidation or acquisition, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity surviving such merger or consolidation; and applicable Laws; (b) in the case of an asset sale, by operation of law prior to or by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after contemporaneously with the consummation of such Assignment shall deliver to Landlord transaction, the Assignee’s written confirmation that the Assignee has assumed and agreed to pay Borrower or performsuch Material Restricted Subsidiary, as applicable, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of Tenant’s obligations the Borrower or such Material Restricted Subsidiary, as applicable, under this Lease. In additionthe Documents to which it is a party; (ii) the Documents, within twenty as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (20iii) Business Days after Landlord’s request thereforthe rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, the Assignee shall execute and deliver as applicable, is a written assumption party are not adversely affected in form and substance any material respect; and (iv) legal opinions satisfactory to Landlord the Agent confirming the matters set forth in Landlord’s reasonable discretion Sections 15.1(b)(i) and (ii) above are provided by Borrower's Counsel; (c) no Default or Event of Tenant’s obligations under this Lease. In additionDefault is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, Tenant may Sublease all or any portion acting reasonably, are satisfied with the creditworthiness of the Premises without Landlord’s consent successor entity, provided that the Lenders shall be deemed to any corporation, partnership, trust, association or other business organization directly or indirectly controlling or controlled by or under common control be satisfied with Tenant (any such Sublease, an “Affiliate Sublease”), so long as Tenant gives Landlord not less than a fifteen (15) days’ prior written notice thereof. Within thirty (30) days after entering into any such Sublease, Tenant shall give Landlord a copy the creditworthiness of the fully-signed Subleasesuccessor entity or, which shall incorporate where the terms successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the last sentence successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of Subsection 4.10.6the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. Notwithstanding the foregoing, Tenant shall have the right (a) Subject to make an Assignment to a Successor Entity subsection (hereinafter definedc) without Landlord’s consent, provided that upon consummation of the transaction resulting in the Assignment to the Successor Entitythis section, the credit Public Corporation will not consummate any transaction (whether by way of the party reconstruction, reorganization, consolidation, merger, transfer, sale, lease or parties liable for Tenant’s obligations under this Lease (including any assignor tenant that has not been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any such party is rated at such timeotherwise) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, as used in this Section shall mean a corporation or other business entity (i) into which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation or other business entity, or (ii) which acquires control of Tenant in a bona fide transaction not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction whereby all or substantially all of its undertaking, property and assets would become the assets property of Tenant any other Person or, in the case of a merger, of the continuing Person resulting therefrom unless: (i) such other Person (the “Successor Entity”), by operation of law, becomes bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Successor Entity of liability for all amounts payable and property deliverable hereunder and the covenant of such Successor Entity to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of the Public Corporation under this Agreement; and (ii) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other Parties hereunder or of the Exchangeable Shareholders. (b) Whenever the conditions of subsection (a) of this section have been duly observed and performed, if required by such, the Successor Entity and the other Parties hereto then existing will execute and deliver the supplemental agreement provided for herein and thereupon the Successor Entity will possess and from time to time may exercise each and every fight and power and will be subject to each and every obligation of the Public Corporation under this Agreement in the name of the Public Corporation or otherwise and any act or proceeding under any provision of this Agreement required to be done or performed by the Public Corporation or any officer of the Public Corporation may be done and performed with like force and effect by the directors or officers of such Successor Entity. (c) Nothing herein will be construed as preventing the merger or similar transaction of any wholly-owned direct or indirect Subsidiary of the Public Corporation with or into the Public Corporation or the winding-up, liquidation or dissolution of any wholly-owned subsidiary entity of the Public Corporation provided that all of the assets of any operating unit of Tenant; provided that: (a) in such Subsidiary entity are transferred to the case of a merger Public Corporation or consolidation, if the Tenant under this Lease is a new Tenant as a result of such merger another wholly-owned direct or consolidation, by operation of law or by effective provisions contained in the instruments of merger or consolidation or acquisition, the liabilities of Tenant under this Lease are assumed by the corporation or other business indirect Subsidiary entity surviving such merger or consolidation; and (b) in the case of an asset sale, by operation of law or by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after the consummation of such Assignment shall deliver to Landlord the Assignee’s written confirmation that the Assignee has assumed and agreed to pay or perform, as applicable, all of Tenant’s obligations under this Lease. In addition, within twenty (20) Business Days after Landlord’s request therefor, the Assignee shall execute and deliver a written assumption in form and substance satisfactory to Landlord in Landlord’s reasonable discretion of Tenant’s obligations under this Lease. In addition, Tenant may Sublease all or any portion of the Premises without Landlord’s consent to any corporation, partnership, trust, association or other business organization directly or indirectly controlling or controlled by or under common control with Tenant (any such Sublease, an “Affiliate Sublease”), so long as Tenant gives Landlord not less than a fifteen (15) days’ prior written notice thereof. Within thirty (30) days after entering into any such Sublease, Tenant shall give Landlord a copy of the fully-signed Sublease, which shall incorporate the terms of the last sentence of Subsection 4.10.6Public Corporation.

Successor Entity. Notwithstanding the foregoingThe Borrower will not, Tenant shall have the right to make an Assignment to a Successor Entity (hereinafter defined) without Landlord’s consentand it will not permit any Penn West Party to, provided that upon consummation of the enter into any transaction resulting in the Assignment to the Successor Entity, the credit of the party or parties liable for Tenant’s obligations under this Lease (including any assignor tenant that has not been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any such party is rated at such time) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, as used in this Section shall mean a corporation or other business entity (i) into which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation or other business entity, or (ii) which acquires control of Tenant in a bona fide transaction not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction whereby all or substantially all of the undertaking, property and assets of Tenant the Borrower or all or substantially all of such Penn West Party would become the assets property of any operating unit other Person (a “successor entity”) whether by way of Tenant; provided that: reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the case of a merger or consolidation, if the Tenant under this Lease is a new Tenant as a result of such merger or consolidation, by operation of law or by effective provisions contained in the instruments of merger or consolidation or acquisition, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity surviving such merger or consolidation; and applicable Laws; (b) in the case of an asset sale, by operation of law prior to or by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after contemporaneously with the consummation of such Assignment shall deliver to Landlord transaction, such Penn West Party, and the Assignee’s written confirmation that the Assignee has assumed and agreed to pay or performsuccessor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of such Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower’s Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary, the Borrower or the Trust, if the senior unsecured long term debt of the successor entity, the Borrower or the Trust, as applicable, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction. Notwithstanding the foregoing, the Trust will be permitted to reorganize itself and its Subsidiaries in response to ▇▇▇▇ C-52 regarding the taxation of flow through entities, if (i) each of the conditions set out above are satisfied, (ii) the resulting organizational structure is acceptable to all of Tenant’s obligations under this Lease. In additionthe Lenders, within twenty acting reasonably, and (20iii) Business Days after Landlord’s request therefor, the Assignee shall execute and deliver all other terms of such a written assumption in form and substance satisfactory reorganization are acceptable to Landlord in Landlord’s reasonable discretion of Tenant’s obligations under this Lease. In addition, Tenant may Sublease all or any portion of the Premises without Landlord’s consent to any corporationLenders, partnershipacting reasonably, trust, association or other business organization directly or indirectly controlling or controlled by or under common control with Tenant (any such Sublease, an a “Affiliate Sublease▇▇▇▇ C-52 Reorganization”), so long as Tenant gives Landlord not less than . The Parties agree to act in good faith to make any necessary amendments to this Agreement to the extent necessary to give effect to a fifteen (15) days’ prior written notice thereof. Within thirty (30) days after entering into any such Sublease, Tenant shall give Landlord a copy of the fully-signed Sublease, which shall incorporate the terms of the last sentence of Subsection 4.10.6▇▇▇▇ C-52 Reorganization.

Successor Entity. Notwithstanding the foregoingThe Borrower will not, Tenant shall have the right to make an Assignment to a Successor Entity (hereinafter defined) without Landlord’s consentand it will not permit any Penn West Party to, provided that upon consummation of the enter into any transaction resulting in the Assignment to the Successor Entity, the credit of the party or parties liable for Tenant’s obligations under this Lease (including any assignor tenant that has not been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any such party is rated at such time) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, as used in this Section shall mean a corporation or other business entity (i) into which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation or other business entity, or (ii) which acquires control of Tenant in a bona fide transaction not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction whereby all or substantially all of the undertaking, property and assets of Tenant the Borrower or all or substantially all of such Penn West Party would become the assets property of any operating unit other Person (a “successor entity”) whether by way of Tenant; provided that: reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the case of a merger or consolidation, if the Tenant under this Lease is a new Tenant as a result of such merger or consolidation, by operation of law or by effective provisions contained in the instruments of merger or consolidation or acquisition, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity surviving such merger or consolidation; and applicable Laws; (b) in the case of an asset sale, by operation of law prior to or by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after contemporaneously with the consummation of such Assignment shall deliver to Landlord transaction, such Penn West Party, and the Assignee’s written confirmation that the Assignee has assumed and agreed to pay or performsuccessor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of Tenant’s obligations such Penn West Party under this Lease. In additionthe Documents to which it is a party; (ii) the Documents, within twenty as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (20iii) Business Days after Landlord’s request therefor, the Assignee shall execute rights and deliver benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a written assumption party are not adversely affected in form and substance any material respect; and (iv) legal opinions satisfactory to Landlord the Agent confirming the matters set forth in LandlordSections 17.1(b)(i) and (ii) above are provided by Borrower’s reasonable discretion Counsel; (c) no Default or Event of Tenant’s obligations under this Lease. In additionDefault is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, Tenant may Sublease all or any portion acting reasonably, are satisfied with the creditworthiness of the Premises without Landlord’s consent successor entity, provided that the Lenders shall be deemed to any corporation, partnership, trust, association or other business organization directly or indirectly controlling or controlled by or under common control be satisfied with Tenant (any such Sublease, an “Affiliate Sublease”), so long as Tenant gives Landlord not less than a fifteen (15) days’ prior written notice thereof. Within thirty (30) days after entering into any such Sublease, Tenant shall give Landlord a copy the creditworthiness of the fully-signed Subleasesuccessor entity or, which shall incorporate where the terms successor entity remains a Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the last sentence successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of Subsection 4.10.6the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. Notwithstanding the foregoingThe Borrower will not, Tenant shall have the right to make an Assignment to a Successor Entity (hereinafter defined) without Landlord’s consentand it will not permit any Penn West Party to, provided that upon consummation of the enter into any transaction resulting in the Assignment to the Successor Entity, the credit of the party or parties liable for Tenant’s obligations under this Lease (including any assignor tenant that has not been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any such party is rated at such time) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, as used in this Section shall mean a corporation or other business entity (i) into which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation or other business entity, or (ii) which acquires control of Tenant in a bona fide transaction not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction whereby all or substantially all of the undertaking, property and assets of Tenant the Borrower or all or substantially all of such Penn West Party would become the assets property of any operating unit other Person (a "successor entity") whether by way of Tenant; provided that: reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the case of a merger or consolidation, if the Tenant under this Lease is a new Tenant as a result of such merger or consolidation, by operation of law or by effective provisions contained in the instruments of merger or consolidation or acquisition, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity surviving such merger or consolidation; and applicable Laws; (b) in the case of an asset sale, by operation of law prior to or by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after contemporaneously with the consummation of such Assignment shall deliver to Landlord transaction, such Penn West Party, and the Assignee’s written confirmation that the Assignee has assumed and agreed to pay or performsuccessor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of Tenant’s obligations such Penn West Party under this Lease. In additionthe Documents to which it is a party; (ii) the Documents, within twenty as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (20iii) Business Days the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower's Counsel; (c) no Default or Event of Default is subsisting or would occur after Landlord’s request thereforgiving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary, the Assignee shall execute and deliver a written assumption in form and substance satisfactory to Landlord in Landlord’s reasonable discretion of Tenant’s obligations under this Lease. In additionBorrower or the Trust, Tenant may Sublease all or any portion if the senior unsecured long term debt of the Premises without Landlord’s consent successor entity, the Borrower or the Trust, as applicable, is rated equal to any corporation, partnership, trust, association or other business organization directly or indirectly controlling or controlled by or under common control with Tenant (any such Sublease, an “Affiliate Sublease”), so long as Tenant gives Landlord not less than a fifteen (15) days’ above Investment Grade immediately prior written notice thereof. Within thirty (30) days after entering into any such Sublease, Tenant shall give Landlord a copy to the effective date of the fully-signed Sublease, which shall incorporate transaction and the terms of Lenders have received satisfactory evidence that the last sentence of Subsection 4.10.6applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. Notwithstanding the foregoingThe Borrower will not, Tenant shall have the right to make an Assignment to a Successor Entity (hereinafter defined) without Landlord’s consentand it will not permit any Material Restricted Subsidiary to, provided that upon consummation of the enter into any transaction resulting in the Assignment to the Successor Entity, the credit of the party or parties liable for Tenant’s obligations under this Lease (including any assignor tenant that has not been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any such party is rated at such time) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, as used in this Section shall mean a corporation or other business entity (i) into which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation or other business entity, or (ii) which acquires control of Tenant in a bona fide transaction not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction whereby all or substantially all of the undertaking, property and assets of Tenant the Borrower or all or substantially all of the assets of any operating unit Material Restricted Subsidiary would become the property of Tenant; provided that: any other Person (a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Parties) unless: (a) such transaction takes place in accordance with the case of a merger or consolidation, if the Tenant under this Lease is a new Tenant as a result of such merger or consolidation, by operation of law or by effective provisions contained in the instruments of merger or consolidation or acquisition, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity surviving such merger or consolidation; and applicable Laws; (b) in the case of an asset sale, by operation of law prior to or by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after contemporaneously with the consummation of such Assignment shall deliver to Landlord transaction, the Assignee’s written confirmation that the Assignee has assumed and agreed to pay Borrower or performsuch Material Restricted Subsidiary, as applicable, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of Tenant’s obligations the Borrower or such Material Restricted Subsidiary, as applicable, under this Lease. In additionthe Documents to which it is a party; (ii) the Documents, within twenty as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (20iii) Business Days after Landlord’s request thereforthe rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, the Assignee shall execute and deliver as applicable, is a written assumption party are not adversely affected in form and substance any material respect; and (iv) legal opinions satisfactory to Landlord the Agent confirming the matters set forth in Landlord’s reasonable discretion Sections 17.1(b)(i) and (ii) above are provided by Borrower's Counsel; (c) no Default or Event of Tenant’s obligations under this Lease. In additionDefault is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, Tenant may Sublease all or any portion acting reasonably, are satisfied with the creditworthiness of the Premises without Landlord’s consent successor entity, provided that the Lenders shall be deemed to any corporation, partnership, trust, association or other business organization directly or indirectly controlling or controlled by or under common control be satisfied with Tenant (any such Sublease, an “Affiliate Sublease”), so long as Tenant gives Landlord not less than a fifteen (15) days’ prior written notice thereof. Within thirty (30) days after entering into any such Sublease, Tenant shall give Landlord a copy the creditworthiness of the fully-signed Subleasesuccessor entity or, which shall incorporate where the terms successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the last sentence successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of Subsection 4.10.6the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.