Common use of Consolidation, Mergers and Sales of Assets Clause in Contracts

Consolidation, Mergers and Sales of Assets. No Loan Party shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Parent and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party may consolidate or merge with another Person (other than a Loan Party) if such Loan Party is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development and (2) shall have assumed all obligations of the Principal Borrower under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Subsidiary may consolidate or merge with any other Eligible Subsidiary, so long as an Eligible Subsidiary is the Person surviving such consolidation or merger, (D) the Parent may consummate a Holding Company Reorganization so long as after giving effect thereto, (v) no Default shall have occurred and be continuing, (w) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent under this Agreement, (x) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and (y) the Parent shall have provided the Administrative Agent and the Lenders 30 days prior notice of the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party Guarantor shall (i) not merge or consolidate or merge with or into any other Person Person, or permit Lessee or any Restricted Subsidiary to merge or consolidate with or into any Person, EXCEPT: (i) Mergers and consolidations of a Subsidiary of Guarantor (OTHER THAN Lessee, unless permitted pursuant to SECTION 13.1(b)) into Guarantor or a Restricted Subsidiary (with Guarantor or the Restricted Subsidiary as the surviving entity) or of Restricted Subsidiaries of Guarantor with each other, PROVIDED that Guarantor and each of its Subsidiaries has executed such amendments to the Operative Documents as Trustee, acting at the direction of the Required Certificate Purchasers, may reasonably determine are appropriate as a result of such merger or consolidation; and (ii) sell, lease A merger or otherwise transfer, directly consolidation of Guarantor or indirectly, all or substantially all of the assets of the Parent and its Consolidated Subsidiaries, taken as a whole, to any Restricted Subsidiary with any other Person; provided , PROVIDED that (A) a Loan Party may consolidate or merge with another Person (other than a Loan Party) if such Loan Party is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person either (1) Guarantor or the Restricted Subsidiary is the surviving entity, or (2) the surviving entity is a corporation or other legal entity organized under the laws of a country that is a member State of the Organization for Economic Cooperation and Development and (2) shall have assumed all obligations United States of America and, as of the Principal Borrower under this Agreement and any Note pursuant to date of such merger or consolidation, expressly assumes, by an instrument reasonably satisfactory in form and substance to the Administrative AgentRequired Certificate Purchasers, the Obligations of Guarantor or the Restricted Subsidiary (if any), as the case may be, (B) giving effect thereto on a pro-forma basis, no "Default" or "Event of Default" (as such terms are defined in the Guarantor Loan Agreement or any Replacement Loan Agreement, as applicable) exists or would result therefrom and (C) as a result thereof, no Change in Control has occurred. Guarantor shall not make any Eligible "Disposition" (as such term is defined in the Guarantor Loan Agreement or any Replacement Loan Agreement, as applicable) of its property, and shall not permit Lessee or any Restricted Subsidiary to make any Disposition of its property, whether now owned or hereafter acquired, EXCEPT as may consolidate or merge with any other Eligible Subsidiary, so long as an Eligible Subsidiary is be permitted by the Person surviving such consolidation or merger, (D) the Parent may consummate a Holding Company Reorganization so long as after giving effect thereto, (v) no Default shall have occurred and be continuing, (w) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations terms of the Parent under this Agreement, (x) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (whichOperative Documents or, in the case of certain customary matters pertaining to Guarantor and its Restricted Subsidiaries (EXCLUDING Lessee), the Holding CompanyGuarantor Loan Agreement or any Replacement Loan Agreement, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent case may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and (y) the Parent shall have provided the Administrative Agent and the Lenders 30 days prior notice of the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated Subsidiarybe.

Consolidation, Mergers and Sales of Assets. No Loan Credit Party shall (i) will, nor will it permit any of its Subsidiaries to, consolidate or merge with or into any other Person into, or (ii) sell, lease or otherwise transfer, directly or indirectly, transfer all or substantially all any substantial part of the its assets of the Parent and its Consolidated Subsidiariesto, taken as a whole, to any other Person; provided that , PROVIDED that: (Aa) a Loan Party Borrower may consolidate or merge with another Person if (other than a Loan Partyi) if such Loan Party Person was organized under the laws of the United States of America or one of its states, (ii) Borrower is the entity corporation surviving such consolidation or merger and ifmerger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Event of Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development continuing and (2iv) shall have assumed all obligations Borrower has furnished to each Lender a pro forma Compliance Certificate giving effect to such merger and showing compliance with the covenants calculated pursuant thereto; (b) Subsidiaries of the Principal Borrower under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, may merge with (Ci) any Eligible Subsidiary may consolidate or merge with any other Eligible SubsidiaryGuarantor, so long as an Eligible Subsidiary a Guarantor is the Person surviving such consolidation corporation, or merger, (Dii) the Parent may consummate a Holding Company Reorganization so long as after giving effect theretoBorrower is the surviving corporation, with Borrower; (vc) no Default shall have occurred Borrower and be continuing, its Subsidiaries may make Investments permitted by SECTION 7.6 and Restricted Payments permitted by SECTION 7.9; (wd) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative AgentBorrower may sell or dispose assets for Fair Market Value for cash, the obligations Net Cash Proceeds of the Parent under this Agreement, which are either (x) applied as mandatory prepayments of the Administrative Agent shall have received an opinion Loans as required by SECTION 2.5(A) hereof or of counsel with respect the Debt under the Senior Loan Agreement to the Holding Company (which, in extent required under Section 2.4 of the case of certain customary matters pertaining to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and Senior Loan Agreement or (y) within 90 days of such sale or disposition reinvested in the Parent shall have provided purchase of assets to be used in the Administrative Agent and the Lenders 30 days prior notice business of the Holding Company Reorganization, and Credit Parties so long as pending such reinvestment any such Net Cash Proceeds are held in a Deposit Account in which the Holding Company shall, promptly upon Agent has a perfected Lien pursuant to a Control Account Agreement subject in priority only to the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and Senior Agent; (Ee) any Loan Credit Party (other than the Parent) may sell, lease or otherwise transfer its assets to any other Credit Party; (f) any Foreign Subsidiary of Borrower may sell, lease or otherwise transfer assets to Borrower or any other Subsidiary of Borrower; (g) Borrower and its Subsidiaries may sell assets (other than Real Property Collateral or Coal Leases) in the Parent or to a Consolidated Subsidiaryordinary course of business of Borrower and its Subsidiaries, (h) the Borrower and its Subsidiaries may consummate the Permitted Corporate Transactions and the Real Property Transaction.

Consolidation, Mergers and Sales of Assets. No Loan Party shall Neither the Company nor any Eligible Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Parent Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Company and any Eligible Subsidiary may consolidate or merge with another Person (other than a Loan Partymerger of a Eligible Subsidiary with the Company) if the Company or such Loan Party Eligible Subsidiary is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) the Company and any Loan Party Eligible Subsidiary may consolidate or merge with any each other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower Company is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal an entity organized under the laws of a country that is a member any State of the Organization for Economic Cooperation and Development United States of America and (2) shall have assumed all obligations of the Principal Borrower Company under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Subsidiary may consolidate or merge with or into any other Eligible Subsidiary, so long as an Eligible Subsidiary is the Person surviving such consolidation or merger, (D) the Parent Company may consummate a Holding Company Reorganization so long as after giving effect thereto, (vw) no Default shall have occurred and be continuing, (wx) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Company under this AgreementAgreement and its Notes, (xy) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining substantially to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) effect of Exhibit B hereto and such other evidence of compliance herewith as the Administrative Agent may reasonably request request, all in form and substance reasonably satisfactory to the Administrative Agent Agent, and (yz) the Parent shall have provided the Administrative Agent senior unsecured long-term debt ratings assigned by S&P, Xxxxx’x and the Lenders 30 days prior notice of Fitch, respectively, to the Holding Company Reorganization, and are no lower than those assigned to the Company immediately prior to the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act Reorganization and (E) any Loan Party (other than the Parent) Eligible Subsidiary may sell, lease or otherwise transfer its assets to the Parent Company or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party The Borrower shall not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfertransfer (excluding, for the avoidance of doubt, the creation of any Lien permitted under Section 5.08), directly or indirectly, all or substantially all of the assets of the Parent Borrower and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Borrower may consolidate or merge with another Person (other than a Loan Party) if such Loan Party the Borrower is the entity surviving such consolidation or merger and if, immediately after giving effect to such mergermerger or consolidation, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development and (2) shall have assumed all obligations of the Principal Borrower under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent[reserved], (C) any Eligible Subsidiary may consolidate or merge with any other Eligible Subsidiary, so long as an Eligible Subsidiary is the Person surviving such consolidation or merger, [reserved] and (D) the Parent Borrower may consummate a Holding Company Reorganization so long as after giving effect thereto, (v) no Default shall have occurred and be continuing, (w) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Borrower under this Agreement, (x) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and (y) the Parent Borrower shall have provided the Administrative Agent and the Lenders 30 days prior notice of the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than and, if the Parent) may sellHolding Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, lease or otherwise transfer its assets to the Parent or to a Consolidated SubsidiaryBeneficial Ownership Certification.

Consolidation, Mergers and Sales of Assets. No Loan Party shall Neither the Company nor any Consolidated Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Parent Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Company and any Consolidated Subsidiary may consolidate or merge with another Person (other than a Loan Partymerger of a Consolidated Subsidiary with the Company) if the Company or such Loan Party Consolidated Subsidiary is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) the Company and any Loan Party Consolidated Subsidiary may consolidate or merge with any each other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower Company is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member any State of the Organization for Economic Cooperation and Development United States of America and (2) shall have assumed all obligations of the Principal Borrower Company under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Consolidated Subsidiary may consolidate or merge with or into any other Eligible Consolidated Subsidiary, so long as an Eligible a Consolidated Subsidiary is the Person surviving such consolidation or merger, (D) the Parent Company may consummate a Holding Company Reorganization so long as after giving effect thereto, (vw) no Default shall have occurred and be continuing, (wx) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Company under this AgreementAgreement and its Notes, (xy) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining substantially to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) effect of Exhibit B hereto and such other evidence of compliance herewith as the Administrative Agent may reasonably request request, all in form and substance reasonably satisfactory to the Administrative Agent Agent, and (yz) the Parent shall have provided the Administrative Agent senior unsecured long-term debt ratings assigned by S&P, Xxxxx’x and the Lenders 30 days prior notice of Fitch, respectively, to the Holding Company Reorganization, and are no lower than those assigned to the Company immediately prior to the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act Reorganization and (E) any Loan Party (other than the Parent) Consolidated Subsidiary may sell, lease or otherwise transfer its assets to the Parent Company or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Parent and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party may consolidate or merge with another Person (other than a Loan Party) if such Loan Party is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be 59 continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development and (2) shall have assumed all obligations of the Principal Borrower under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Subsidiary may consolidate or merge with any other Eligible Subsidiary, so long as an Eligible Subsidiary is the Person surviving such consolidation or merger, (D) the Parent may consummate a Holding Company Reorganization so long as after giving effect thereto, (v) no Default shall have occurred and be continuing, (w) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent under this Agreement, (x) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and (y) the Parent shall have provided the Administrative Agent and the Lenders 30 days prior notice of the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party shall Neither the Company nor any Consolidated Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all any substantial part of the assets of the Parent Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Company and any Consolidated Subsidiary may consolidate or merge with another Person (other than a Loan Partymerger of a Consolidated Subsidiary with the Company) if the Company or such Loan Party Consolidated Subsidiary is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) the Company and any Loan Party Consolidated Subsidiary may consolidate or merge with any each other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower Company is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member any State of the Organization for Economic Cooperation and Development United States of America and (2) shall have assumed all obligations of the Principal Borrower Company under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Consolidated Subsidiary may consolidate or merge with or into any other Eligible Consolidated Subsidiary, so long as an Eligible a Consolidated Subsidiary is the Person surviving such consolidation or merger, merger and (D) the Parent Company may consummate a Holding Company Reorganization so long as after giving effect thereto, (vw) no Default shall have occurred and be continuing, (wx) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Company under this AgreementAgreement and its Notes, (xy) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining substantially to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) effect of Exhibit B hereto and such other evidence of compliance herewith as the Administrative Agent may reasonably request request, all in form and substance reasonably satisfactory to the Administrative Agent Agent, and (yz) the Parent shall have provided senior unsecured long-term debt ratings assigned by S&P, Mxxxx’x and Fitch, respectively, to the Administrative Agent and Holding Company are no lower than those assigned to the Lenders 30 days Company immediately prior notice of to the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party shall Neither the Company nor any Consolidated Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all any substantial part of the assets of the Parent Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Company and any Consolidated Subsidiary may consolidate or merge with another Person (other than a Loan Partymerger of a Consolidated Subsidiary with the Company) if the Company or such Loan Party Consolidated Subsidiary is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) the Company and any Loan Party Consolidated Subsidiary may consolidate or merge with any each other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower Company is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member any State of the Organization for Economic Cooperation and Development United States of America and (2) shall have assumed all obligations of the Principal Borrower Company under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Consolidated Subsidiary may consolidate or merge with or into any other Eligible Consolidated Subsidiary, so long as an Eligible a Consolidated Subsidiary is the Person surviving such consolidation or merger, merger and (D) the Parent Company may consummate a Holding Company Reorganization so long as after giving effect thereto, (vw) no Default shall have occurred and be continuing, (wx) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Company under this AgreementAgreement and its Notes, (xy) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining substantially to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) effect of Exhibit B hereto and such other evidence of compliance herewith as the Administrative Agent may reasonably request request, all in form and substance reasonably satisfactory to the Administrative Agent Agent, and (yz) the Parent shall have provided senior unsecured long-term debt ratings assigned by S&P, Xxxxx’x and Fitch, respectively, to the Administrative Agent and Holding Company are no lower than those assigned to the Lenders 30 days Company immediately prior notice of to the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party shall (i) Mandalay shall not merge or consolidate or merge with or into any other Person Person, or permit any Lessee or any Restricted Subsidiary to merge or consolidate with or into any Person, except: (iiA) sellMergers and consolidations of a Subsidiary of Mandalay into Mandalay or a Restricted Subsidiary (with Mandalay or the Restricted Subsidiary as the surviving entity) or of Restricted Subsidiaries of Mandalay with each other, lease or otherwise transferprovided that Mandalay and each of its Subsidiaries has executed such amendments to the Operative Documents as Trustee, directly or indirectly, all or substantially all acting at the direction of the assets of the Parent and its Consolidated Subsidiaries, taken Required Lenders may reasonably determine are appropriate as a whole, to result of such merger or consolidation; and (B) A merger or consolidation of Mandalay or any Restricted Subsidiary with any other Person; , provided that (A1) a Loan Party may consolidate either (x) Mandalay or merge with another Person (other than a Loan Party) if such Loan Party the Restricted Subsidiary is the surviving entity, or (y) the surviving entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member State of the Organization for Economic Cooperation and Development and (2) shall have assumed all obligations United States of America and, as of the Principal Borrower under this Agreement and any Note pursuant to date of such merger or consolidation, expressly assumes, by an instrument reasonably satisfactory in form and substance to the Administrative AgentRequired Lenders, the Obligations of Mandalay or the Restricted Subsidiary (if any), as the case may be, (C2) giving effect thereto on a pro-forma basis, no Default or Event of Default exists or would result therefrom and (3) as a result thereof, no Change in Control has occurred. (ii) Mandalay shall not make any Eligible Disposition of its property, and shall not permit any Lessee or any Restricted Subsidiary may consolidate to make any Disposition of its property, whether now owned or merge with hereafter acquired, except: (A) Dispositions of the real property and improvements described on Schedule VIII (or of any other Eligible Subsidiaryreal property and related improvements acquired after the Closing Date and which is not Developed Property) to New Venture Entities; and (B) Other Dispositions made during the term of this Agreement in aggregate amount not in excess of $150,000,000, so long as an Eligible Subsidiary is in each case made when no Event of Default then exists or would result therefrom; provided, however, that this Section shall not apply to prohibit a Disposition to the Person surviving such consolidation or merger, extent necessary to prevent a License Revocation if (D) the Parent may consummate a Holding Company Reorganization so long as after giving effect thereto, (vi) no Default or Event of Default then exists which is not curable by such Disposition, and (ii) Mandalay has notified Trustee and Collateral Agent in writing of the necessity to invoke this proviso at least ten (10) Business Days (or such shorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance, and provided further that nothing in this Section shall have occurred and be continuingapply to restrict the Disposition of any of the equity securities of any Person that holds, (w) the Holding Company shall have assumeddirectly or indirectly through a holding company or otherwise, pursuant to an instrument in form and substance reasonably satisfactory a license under any Gaming Law to the Administrative Agent, the obligations of the Parent extent such restriction is unlawful under this Agreement, (x) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and (y) the Parent shall have provided the Administrative Agent and the Lenders 30 days prior notice of the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated SubsidiaryGaming Law.