Common use of Consolidations, Mergers and Sale of Assets Clause in Contracts

Consolidations, Mergers and Sale of Assets. The Borrower will not (a) dissolve or liquidate, (b) merge with or into, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its property and assets to any other Person; provided, however, that (x) any Person may be merged with or into, or consolidated with, the Borrower if the Borrower is the surviving corporation, and (y) the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is merged, or the Person which acquires by sale, conveyance or transfer the properties and assets of the Borrower substantially as an entity, shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and shall expressly assume by a supplemental agreement hereto, executed and delivered to the Agent in form reasonably satisfactory to the Agent, the full and timely performance and observance of every covenant and agreement contained herein, including but not limited to the payment of the principal and interest provided herein, on the part of the Borrower to be performed or observed, in each case if immediately after giving effect to such merger, consolidation, sale, conveyance or transfer, no Default would occur and be continuing.

Consolidations, Mergers and Sale of Assets. The Borrower will not (a) dissolve or liquidate, (b) merge with or into, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its property and assets to any other Person; provided, however, that (x) any Person may be merged with or into, or consolidated with, the Borrower if the Borrower is the surviving corporation, and (y) the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is merged, or the Person which acquires by sale, conveyance or transfer the properties and assets of the Borrower substantially as an entity, shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and shall expressly assume by a supplemental agreement hereto, executed and delivered to the Agent in form reasonably satisfactory to the Agent, the full and timely performance and observance of every covenant and agreement contained herein, including but not limited to the payment of the principal and interest provided herein, on the part of the Borrower to be performed or observed, in each case if immediately after giving effect to such merger, consolidation, sale, conveyance or transfer, no Default would occur and be continuing.

Consolidations, Mergers and Sale of Assets. The Borrower will not (ai) dissolve or liquidate, (bii) merge with or into, or consolidate with, any other Person, (ciii) dissolve or liquidate any Subsidiary or permit the merger or consolidation of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (ix) that any such transaction is in the best interests of the Borrower or (iiy) such transaction will not be disadvantageous in any material respect to the Borrower, or (div) sell, convey or transfer all or substantially all of its property and assets to any other Person; provided, however, that (xa) any Person may be merged with or into, or consolidated with, the Borrower if the Borrower is the surviving corporation, and (yb) the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is merged, or the Person which acquires by sale, conveyance or transfer the properties and assets of the Borrower substantially as an entity, shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and shall expressly assume by a supplemental agreement hereto, executed and delivered to the Agent in form reasonably satisfactory to the Agent, the full and timely performance and observance of every covenant and agreement contained herein, including but not limited to the payment of the principal and interest provided herein, on the part of the Borrower to be performed or observed, in each case if immediately after giving effect to such merger, consolidation, sale, conveyance or transfer, no Default would occur and be continuing.

Consolidations, Mergers and Sale of Assets. The Borrower will not (ai) dissolve or liquidate, (bii) merge with or into, or consolidate with, any other Person, (ciii) dissolve or liquidate any Subsidiary or permit the merger or consolidation of any Subsidiary into or with any other Person unless (x) the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or and (iiy) such transaction will not be disadvantageous in any material respect to the Borrower, or (div) sell, convey or transfer all or substantially all of its property and assets to any other Person; provided, however, that (xa) any Person may be merged with or into, or consolidated with, the Borrower if the Borrower is the surviving corporation, and (yb) the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is merged, or the Person which acquires by sale, conveyance or transfer the properties and assets of the Borrower substantially as an entity, shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and shall expressly assume by a supplemental agreement hereto, executed and delivered to the Agent in form reasonably satisfactory to the Agent, the full and timely performance and observance of every covenant and agreement contained herein, including but not limited to the payment of the principal and interest provided herein, on the part of the Borrower to be performed or observed, in each case if immediately after giving effect to such merger, consolidation, sale, conveyance or transfer, no Default would occur and be continuing.

Consolidations, Mergers and Sale of Assets. The Borrower will not, and will not (a) dissolve or liquidatepermit any Material Subsidiary to, (b) merge consolidate with or into, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation of any Subsidiary merge into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests or Dispose of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its assets, property and assets or business, in any single transaction or series of related transactions; provided, that (a) any Material Subsidiary may merge or consolidate with, or Dispose of all or substantially all of its assets, property or business to, any other Subsidiary or may merge or consolidate with, or Dispose of all or substantially all of its assets, property or business to, the Borrower (if the Borrower shall be the surviving corporation in any such merger or consolidation), (b) subject to subsection 7.6, any Material Subsidiary may consolidate with or merge into any other Person; provided, however, that (x) any Person may be merged with or into, or consolidated withany Material Subsidiary (other than Burlington Northern Railroad or Santa Fe Railroad) may Dispose of all or substantially all of its assets, property or business in any single transaction or any series of related transactions, on terms and conditions approved by the Board of Directors of the Borrower, and (c) subject to subsection 7.6, the Borrower may merge or consolidate with any other corporation if (i) (A) the surviving corporation shall be the 52 Borrower is or (B) the surviving corporation, and (y) if not the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is merged, or the Person which acquires by sale, conveyance or transfer the properties and assets of the Borrower substantially as an entityBorrower, shall be a corporation organized and existing under the laws of the United States of America, or any state thereof or the District of Columbia, Columbia and shall expressly assume by a supplemental agreement hereto, written assignment executed and delivered to the Agent in form reasonably satisfactory to the Administrative Agent, the full and timely performance and observance of every covenant and agreement contained herein, including but not limited to the payment all of the principal rights and interest provided herein, on the part obligations of the Borrower under this Agreement (and pursuant to be performed or observedwhich such surviving corporation shall become the "Borrower" under this Agreement), in each case if immediately and (ii) after giving effect to such merger, consolidation, sale, conveyance merger or transfer, consolidation no Default would occur shall have occurred and be continuing.

Consolidations, Mergers and Sale of Assets. The Borrower will not not, nor will it permit any Significant Subsidiary (aother than any Project Finance Subsidiary) dissolve or liquidateto, (b) merge with or intosell, lease, transfer, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation otherwise dispose of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its property assets (whether by a single transaction or a number of related transactions and assets to any other Person; provided, however, that (xwhether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to merge into it, except (i) A Wholly-Owned Subsidiary may be merged into the Borrower. (ii) Any Significant Subsidiary may sell all or substantially all of its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after such merger, consolidation or sale, there shall not exist any Default or Unmatured Default. (iii) Strategic Energy, L.L.C. may sell accounts receivable and contracts that generate accounts receivable, and KCPL may sell accounts receivable, in each case pursuant to one or more securitization transactions. (iv) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or consolidated with, the Borrower if the Borrower is permit another corporation to merge into it; provided that (a) the surviving corporation, and (y) if such surviving corporation is not the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is mergedBorrower, or the Person which acquires by sale, conveyance transferee corporation in the case of a sale of all or transfer the properties and assets substantially all of the Borrower substantially as an entity, Borrower's assets (1) shall be a corporation organized and existing under the laws of the United States of America, any America or a state thereof or the District of Columbia, and (2) shall expressly assume by a supplemental agreement hereto, executed in writing the due and delivered to the Agent in form reasonably satisfactory to the Agent, the full and timely performance and observance of every covenant and agreement contained herein, including but not limited to the punctual payment of the principal Obligations and interest provided herein, on the part due and punctual performance of and compliance with all of the Borrower terms of this Agreement and the other Loan Documents to be performed or observedcomplied with by the Borrower, in each case if (b) immediately before and after giving effect to such merger, consolidation or sale, there shall not exist any Default or Unmatured Default and (c) the surviving corporation of such merger or consolidation, or the transferee corporation of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, conveyance a Xxxxx'x Rating of Baa3 or better or an S&P Rating of BBB - or better. Notwithstanding the foregoing, the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) will not convey, transfer, no Default would occur lease or otherwise dispose of (whether in one transaction or a series of transactions, but excluding sales of inventory in the ordinary course of business and be continuingsales of assets permitted by clause (iii) above) in the aggregate within any 12-month period, more than 20% of the aggregate book value of the assets of the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) as calculated as of the end of the most recent fiscal quarter.

Consolidations, Mergers and Sale of Assets. The Borrower will not not, nor will it permit any Significant Subsidiary (aother than any Project Finance Subsidiary) dissolve or liquidateto, (b) merge with or intosell, lease, transfer, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation otherwise dispose of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its property assets (whether by a single transaction or a number of related transactions and assets to any other Person; provided, however, that (xwhether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to merge into it, except (i) A Wholly-Owned Subsidiary may be merged into the Borrower. (ii) Any Significant Subsidiary may sell all or substantially all of its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after such merger, consolidation or sale, no Default or Unmatured Default shall exist. (iii) Strategic Energy, L.L.C. may sell or transfer accounts receivable and contracts that generate accounts receivable, and KCPL may sell or transfer accounts receivable, in each case pursuant to one or more securitization transactions. (iv) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or consolidated with, the Borrower if the Borrower is permit another corporation to merge into it; provided that (a) the surviving corporation, and (y) if such surviving corporation is not the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is mergedBorrower, or the Person which acquires by sale, conveyance transferee corporation in the case of a sale of all or transfer the properties and assets substantially all of the Borrower substantially as an entity, Borrower’s assets (1) shall be a corporation organized and existing under the laws of the United States of America, any America or a state thereof or the District of Columbia, and (2) shall expressly assume by in a supplemental agreement hereto, executed and delivered to the Agent in form reasonably writing satisfactory to the Agent, Administrative Agent the full due and timely performance and observance of every covenant and agreement contained herein, including but not limited to the punctual payment of the principal Obligations and interest provided herein, on the part due and punctual performance of and compliance with all of the Borrower terms of this Agreement and the other Loan Documents to be performed or observedcomplied with by the Borrower and (3) shall deliver all documents required to be delivered pursuant to Sections 4.1(i), in each case if (ii), (iii), (v) and (ix), (b) immediately before and after giving effect to such merger, consolidation or sale, there shall not exist any Default or Unmatured Default and (c) the surviving corporation of such merger or consolidation, or the transferee corporation of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, conveyance a Xxxxx’x Rating of Baa3 or better or an S&P Rating of BBB - or better. Notwithstanding the foregoing, the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) will not convey, transfer, no Default would occur lease or otherwise dispose of (whether in one transaction or a series of transactions, but excluding (a) sales of inventory in the ordinary course of business, (b) transactions permitted by clauses (i) through (iv) above, (c) transfers by KCPL of assets related to, or ownership interests in, Iatan 2 to co-owners of Iatan 2 pursuant to the co-ownership, co-operating or other similar agreements of the co-owners of Iatan 2 and be continuing(d) sales of the capital stock or assets of KLT Gas Inc. and Subsidiaries thereof) in the aggregate within any 12-month period, more than 20% of the aggregate book value of the assets of the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) as calculated as of the end of the most recent fiscal quarter.

Consolidations, Mergers and Sale of Assets. The Borrower will not (a) dissolve or liquidate, (b) merge with or into, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its property and assets to any other Person; provided, however, that (x) any Person may be merged with or into, or consolidated with, the Borrower if the Borrower is the surviving corporation, and (y) the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is merged, or the Person which acquires by sale, conveyance or transfer the properties and assets of the Borrower substantially as an entity, shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and shall expressly assume by a supplemental agreement hereto, executed and delivered to the Agent in form reasonably satisfactory to the Agent, the full and timely performance and observance of every covenant and agreement contained herein, including but not limited to the payment of the principal and interest 31 provided herein, on the part of the Borrower to be performed or observed, in each case if immediately after giving effect to such merger, consolidation, sale, conveyance or transfer, no Default would occur and be continuing.

Consolidations, Mergers and Sale of Assets. The Borrower will not not, nor will it permit any Significant Subsidiary (aother than any Project Finance Subsidiary) dissolve or liquidateto, (b) merge with or intosell, lease, transfer, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation otherwise dispose of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its property assets (whether by a single transaction or a number of related transactions and assets to any other Person; provided, however, that (xwhether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to merge into it, except (i) A Wholly-Owned Subsidiary may be merged into the Borrower. (ii) Any Significant Subsidiary may sell all or substantially all of its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after such merger, consolidation or sale, no Default or Unmatured Default shall exist. (iii) Strategic Energy, L.L.C. may sell accounts receivable and contracts that generate accounts receivable, and KCPL may sell accounts receivable, in each case pursuant to one or more securitization transactions. (iv) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or consolidated with, the Borrower if the Borrower is permit another corporation to merge into it; provided that (a) the surviving corporation, and (y) if such surviving corporation is not the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is mergedBorrower, or the Person which acquires by sale, conveyance transferee corporation in the case of a sale of all or transfer the properties and assets substantially all of the Borrower substantially as an entity, Borrower's assets shall be a corporation organized and existing under the laws of the United States of America, any America or a state thereof or the District of Columbia, and shall expressly assume by in a supplemental agreement hereto, executed and delivered to the Agent in form reasonably writing satisfactory to the Agent, Administrative Agent the full due and timely performance and observance of every covenant and agreement contained herein, including but not limited to the punctual payment of the principal Obligations and interest provided herein, on the part due and punctual performance of and compliance with all of the Borrower terms of this Agreement and the other Loan Documents to be performed or observedcomplied with by the Borrower, in each case if (b) immediately before and after giving effect to such merger, consolidation or sale, there shall not exist any Default or Unmatured Default and (c) the surviving corporation of such merger or consolidation, or the transferee corporation of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, conveyance a Xxxxx'x Rating of Baa3 or better or an S&P Rating of BBB - or better. Notwithstanding the foregoing, the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) will not convey, transfer, no Default would occur lease or otherwise dispose of (whether in one transaction or a series of transactions, but excluding (a) sales of inventory in the ordinary course of business and be continuingsales of assets permitted by clause (iii) above and (b) sales of the capital stock or assets of KLT Gas Inc. and Subsidiaries thereof) in the aggregate within any 12-month period, more than 20% of the aggregate book value of the assets of the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) as calculated as of the end of the most recent fiscal quarter.

Consolidations, Mergers and Sale of Assets. The Borrower Except as provided for in Section 11.07(c) of the Credit Agreement, Guarantor will not (ai) dissolve consolidate or liquidate, (b) merge with or into, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey lease or transfer otherwise transfer, directly or indirectly, all or substantially all any substantial part of the assets of Guarantor and its property and assets Subsidiaries, taken as a whole, to any other PersonPerson (or enter into any agreement in furtherance of the foregoing); provided, however, provided that (x) Guarantor may permit any Person may corporation to be merged into Guarantor or may consolidate with or into, merge into or consolidated with, the Borrower if the Borrower is the surviving corporation, and sell or otherwise (yexcept by lease) the Borrower may merge with dispose of its assets as an entirety or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity entirety to any Person if the corporation formed by such consolidation or into which the Borrower is merged, or the Person which acquires by sale, conveyance or transfer the properties and assets of the Borrower substantially as an entity, shall be a solvent corporation organized and existing under the laws of in the United States of America, any state thereof America which is either Textron Inc. or a wholly-owned Subsidiary of Textron Inc. and which expressly assumes in writing the District of Columbia, due and shall expressly assume by a supplemental agreement hereto, executed punctual payment and delivered to the Agent in form reasonably satisfactory to the Agent, the full and timely punctual performance and observance of every covenant and agreement contained herein, including but not limited to the payment of the principal obligations of Guarantor hereunder and interest provided hereinunder the other Operative Documents, on if (1) immediately thereafter the part of Support Agreement and the Borrower to Support Agreement Supplement shall be performed or observedexpressly reaffirmed in writing by Textron Inc., in each case if immediately (2) after giving effect to such merger, consolidation, merger or other disposition, no Potential Default shall have occurred and be continuing and (3) any such disposition shall not release the corporation that originally executed the Credit Agreement as borrower from its liability as obligor on the Note and the other Operative Documents, and provided further that this Section 9(b) shall not prohibit any sale, conveyance lease or transfer, no Default would occur directly or indirectly, of the Receivables and be continuing.Receivables Related Assets (or interests therein) of Guarantor or its Subsidiaries in connection with any Securitization Transaction. For the purposes hereof,

Consolidations, Mergers and Sale of Assets. The Borrower will not not, nor will it permit any Significant Subsidiary (aother than any Project Finance Subsidiary) dissolve or liquidateto, (b) merge with or intosell, lease, transfer, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation otherwise dispose of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its property assets (whether by a single transaction or a number of related transactions and assets to any other Person; provided, however, that (xwhether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to merge into it, except (i) A Wholly-Owned Subsidiary may be merged into the Borrower. (ii) Any Significant Subsidiary may sell all or substantially all of its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after such merger, consolidation or sale, no Default or Unmatured Default shall exist. (iii) Strategic Energy, L.L.C. may sell accounts receivable and contracts that generate accounts receivable, and KCPL may sell accounts receivable, in each case pursuant to one or more securitization transactions. (iv) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or consolidated with, the Borrower if the Borrower is permit another corporation to merge into it; provided that (a) the surviving corporation, and (y) if such surviving corporation is not the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is mergedBorrower, or the Person which acquires by sale, conveyance transferee corporation in the case of a sale of all or transfer the properties and assets substantially all of the Borrower substantially as an entity, Borrower's assets (1) shall be a corporation organized and existing under the laws of the United States of America, any America or a state thereof or the District of Columbia, and (2) shall expressly assume by in a supplemental agreement hereto, executed and delivered to the Agent in form reasonably writing satisfactory to the Agent, Administrative Agent the full due and timely performance and observance of every covenant and agreement contained herein, including but not limited to the punctual payment of the principal Obligations and interest provided herein, on the part due and punctual performance of and compliance with all of the Borrower terms of this Agreement and the other Loan Documents to be performed or observedcomplied with by the Borrower, in each case if (b) immediately before and after giving effect to such merger, consolidation or sale, there shall not exist any Default or Unmatured Default and (c) the surviving corporation of such merger or consolidation, or the transferee corporation of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, conveyance a Xxxxx'x Rating of Baa3 or better or an S&P Rating of BBB - or better. Notwithstanding the foregoing, the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) will not convey, transfer, no Default would occur lease or otherwise dispose of (whether in one transaction or a series of transactions, but excluding (a) sales of inventory in the ordinary course of business and be continuingsales of assets permitted by clause (iii) above and (b) sales of the capital stock or assets of KLT Gas Inc. and Subsidiaries thereof) in the aggregate within any 12-month period, more than 20% of the aggregate book value of the assets of the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) as calculated as of the end of the most recent fiscal quarter.

Consolidations, Mergers and Sale of Assets. The Borrower will not (a) dissolve or liquidatenot, (b) merge with or intonor will it permit any Significant Subsidiary to, sell, lease, transfer, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation otherwise dispose of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its property assets (whether by a single transaction or a number of related transactions and assets to any other Person; provided, however, that (xwhether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to merge into it, except (a) (i) A Wholly-Owned Subsidiary may be merged with or into, or consolidated with, into the Borrower if the Borrower is the surviving corporationBorrower, and (yii) the Borrower may merge be merged into Great Plains provided that Great Plains shall expressly assume, in a writing reasonably satisfactory to the Administrative Agent, the due and punctual payment of the Obligations and the due and punctual performance of and compliance with all of the terms of this Agreement and the other Loan Documents to be performed or intocomplied with by the Borrower. (b) Any Significant Subsidiary may sell all or substantially all of its assets to, or consolidate withor merge into, another corporation Significant Subsidiary; provided that, immediately before and after such merger, consolidation or sellsale, convey no Default or Unmatured Default shall exist. (c) the Borrower may sell or transfer accounts receivable, pursuant to one or more securitization transactions. (d) The Borrower may sell all or substantially all of its properties and assets substantially as an entity to, or consolidate with or merge into, any other Person, or permit another Person to any merge into it; provided that (i) the surviving Person, if such surviving Person if is not the corporation formed by such consolidation or into which the Borrower is mergedBorrower, or the transferee Person which acquires by sale, conveyance in the case of a sale of all or transfer the properties and assets substantially all of the Borrower substantially as an entity, Borrower’s assets (A) shall be a corporation Person organized and existing under the laws of the United States of America, any America or a state thereof or the District of Columbia, and (B) shall expressly assume by assume, in a supplemental agreement hereto, executed and delivered to the Agent in form writing reasonably satisfactory to the Administrative Agent, the full due and timely performance and observance of every covenant and agreement contained herein, including but not limited to the punctual payment of the principal Obligations and interest provided herein, on the part due and punctual performance of and compliance with all of the Borrower terms of this Agreement and the other Loan Documents to be performed or observedcomplied with by the Borrower and (C) shall deliver all documents required to be delivered pursuant to Sections 4.1(c)(i), in each case if (c)(ii), (c)(iii), (c)(v) and (c)(ix), (ii) immediately before and after giving effect to such merger, consolidation or sale, there shall not exist any Default or Unmatured Default and (iii) the surviving Person of such merger or consolidation, or the transferee Person of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, conveyance a Xxxxx’x Rating of Baa3 or better or an S&P Rating of BBB - or better. Notwithstanding the foregoing, the Borrower and its Consolidated Subsidiaries will not convey, transfer, no Default would occur lease or otherwise dispose of (whether in one transaction or a series of transactions, but excluding (i) sales of inventory in the ordinary course of business, (ii) transactions permitted by clauses (a) through (d) above, (iii) transfers by the Borrower of assets related to, or ownership interests in, Iatan 2 to co-owners of Iatan 2 pursuant to the co-ownership, co-operating or other similar agreements of the co-owners of Iatan 2 and be continuing(iv) sales of the capital stock or assets of KLT Gas Inc. and Subsidiaries thereof) in the aggregate within any twelve (12)-month period, more than twenty percent (20%) of the aggregate book value of the assets of the Borrower and its Consolidated Subsidiaries as calculated as of the end of the most recent fiscal quarter.