Common use of Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted Clause in Contracts

Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its corporate existence and, will not sell, merge or consolidate with or into any other Person or sell, lease or transfer all or substantially all of its property to any Person, except that the following shall be permitted: (a) the Company may transfer property, including the Project Facilities, as part of a Restructuring Transaction; (b) the Company may consolidate with or merge with or into any other Person or sell, lease or transfer all or substantially all of its properties to any Person so long as either (A) the Company shall be the surviving corporation or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties of the Company substantially as an entirety shall be organized and validly existing under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume all of the obligations of the Company under this Agreement; (c) a subsidiary of the Company shall be permitted to merge or consolidate with or into or sell, lease or transfer all or substantially all of its property to the Company (provided, with respect to a merger, the Company is the surviving entity) or another subsidiary of the Company; (d) the Company may wind up, voluntarily liquidate or dissolve any subsidiary if (A) such subsidiary is not a Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended) and (B) the winding up, voluntary liquidation or dissolution of such subsidiary will not result in an Event of Default hereunder or otherwise have a material adverse effect on the business, property, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, which materially and adversely affects the ability of the Company to perform its obligations under this Agreement. If a consolidation, merger, sale, lease or other transfer is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further consolidation, merger, sale, lease or other transfer shall be made except in compliance with the provisions of this Section.

Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement and so long as any Bond is Outstanding, it will maintain its corporate existence andexistence, will not sell, merge dissolve or consolidate with or into any other Person or sell, lease or transfer otherwise dispose of all or substantially all of its property to any Personassets, except that the following shall be permitted: (a) the Company may transfer property, including the Project Facilities, as part of a Restructuring Transaction; (b) the Company may and will not consolidate with or merge into another legal entity or permit one or more legal entities to consolidate with or merge into any other Person or sellit; provided, lease or transfer all or substantially all of its properties to any Person so long as either (A) that the Company shall be may, without violating the surviving corporation agreements contained in this Section 5.2, consolidate with or merge into another domestic legal entity (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyancei.e., transfer or lease the properties of the Company substantially as an entirety shall be a legal entity organized and validly existing under the laws of the United States of America or any state thereof state, district or territory thereof) or permit one or more other domestic legal entities to consolidate with or merge into it, or sell or otherwise transfer to another domestic legal entity all or substantially all of its assets as an entirety; provided, that in the District of Columbia and shall expressly assume event the Company is not the surviving, resulting or transferee corporation, that the surviving, resulting or transferee legal entity (i) is a domestic legal entity as aforesaid; (ii) is qualified to do business in the State; (iii) assumes in writing all of the obligations of the Company under this Agreement; , the Note, the Letter of Credit Agreement, the Remarketing Agreement and the Tax Exemption Certificate and Agreement; (civ) if a subsidiary Letter of Credit is not in effect, has a "Consolidated Tangible Net Worth" (after giving effect to such merger, consolidation or transfer) of not less than the Consolidated Tangible Net Worth of the Company shall be permitted immediately prior to merge such merger, consolidation or consolidate with or into or selltransfer; and (v) delivers to the Trustee an opinion of Bond Counsel to the effect that such merger, lease consolidation or transfer all or substantially all of its property to does not adversely affect the Company (provided, with respect to a merger, the Company is the surviving entity) or another subsidiary tax status of the Company; (d) the Company may wind up, voluntarily liquidate or dissolve any subsidiary if (A) such subsidiary is not a Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended) and (B) the winding up, voluntary liquidation or dissolution of such subsidiary will not result in an Event of Default hereunder or otherwise have a material adverse effect interest on the businessBonds for federal income tax purposes. The term "Consolidated Tangible Net Worth," as used in this Section 5.2, property, financial condition or results shall mean the difference obtained by subtracting total consolidated liabilities of operations of the Company an entity and its consolidated subsidiaries, taken as a wholeif any, which materially from total consolidated assets of an entity and adversely affects its consolidated subsidiaries, if any, less the ability aggregate amount of the Company to perform its obligations under this Agreement. If a consolidationany intangible assets, mergerincluding, salewithout limitation, lease or other transfer is made as provided in this Sectiongood will, the provisions of this Section shall continue in full force franchises, licenses, patents, trademarks, trade names, copyrights, service marks and effect and no further consolidation, merger, sale, lease or other transfer shall be made except in compliance with the provisions of this Sectionbrand names.

Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement and so long as any Bond is Outstanding, it will maintain its corporate existence andexistence, will not sell, merge dissolve or consolidate with or into any other Person or sell, lease or transfer otherwise dispose of all or substantially all of its property to any Personassets, except that the following shall be permitted: (a) the Company may transfer property, including the Project Facilities, as part of a Restructuring Transaction; (b) the Company may and will not consolidate with or merge into another corporation or permit one or more corporations to consolidate with or merge into any other Person or sellit; provided, lease or transfer all or substantially all of its properties to any Person so long as either (A) that the Company shall be may, without violating the surviving agreements contained in this Section 5.2, consolidate with or merge into another domestic corporation or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyancei.e., transfer or lease the properties of the Company substantially as an entirety shall be organized a corporation incorporated and validly existing under the laws of the United States of America or any state thereof state, district or territory thereof) or permit one or more other domestic corporations to consolidate with or merge into it, or sell or otherwise transfer to another domestic corporation all or substantially all of its assets as an entirety and thereafter dissolve; provided, that in the District of Columbia and shall expressly assume event the Company is not the surviving, resulting or transferee corporation, as the case may be, that the surviving, resulting or transferee corporation (i) is a domestic corporation as aforesaid; (ii) is qualified to do business in the State; (iii) assumes in writing all of the obligations of the Company under this Agreement; , the Note and the Tax Exemption Certificate and Agreement; and (civ) has a subsidiary "Consolidated Tangible Net Worth" (after giving effect to such merger, consolidation or transfer) of not less than the Consolidated Tangible Net Worth of the Company shall be permitted immediately prior to merge or consolidate with or into or sell, lease or transfer all or substantially all of its property to the Company (provided, with respect to a such merger, consolidation or transfer. The term "Consolidated Tangible Net Worth," as used in this Section 5.2, shall mean the Company is the surviving entity) or another subsidiary of the Company; (d) the Company may wind up, voluntarily liquidate or dissolve any subsidiary if (A) such subsidiary is not a Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended) and (B) the winding up, voluntary liquidation or dissolution of such subsidiary will not result in an Event of Default hereunder or otherwise have a material adverse effect on the business, property, financial condition or results of operations difference obtained by subtracting total consolidated liabilities of the Company and its consolidated subsidiaries, taken as a whole, which materially and adversely affects the ability from total consolidated assets of the Company to perform and its obligations under this Agreement. If a consolidationconsolidated subsidiaries, mergerless the aggregate amount of any intangible assets, saleincluding, lease or other transfer is made as provided in this Sectionwithout limitation, the provisions of this Section shall continue in full force good will, franchises, licenses, patents, trademarks, trade names, copyrights, service marks and effect and no further consolidation, merger, sale, lease or other transfer shall be made except in compliance with the provisions of this Sectionbrand names.