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

Consolidations, Mergers and Sale of Assets. The Borrower shall not, and shall not permit any Material Subsidiary to, consolidate or merge with or into any other Person or sell, lease or otherwise transfer all or any substantial part of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets to any other Foreign Subsidiary in which the Borrower, directly or indirectly, shall retain a proportionate equity interest equal to or greater than the equity interest of the Borrower in the merging Subsidiary if immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (d) any Material Subsidiary may merge with another Person in connection with an Acquisition permitted by Section 8.5 if (i) such Material Subsidiary is the surviving corporation and (ii) following such Acquisition, the Borrower shall retain, directly or indirectly, a proportionate equity interest in such Material Subsidiary equal to or greater than the Borrower's equity interest immediately prior to such Acquisition; (e) the Borrower may complete the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower or any Material Subsidiary may transfer its interests in any Foreign Subsidiary to one or more Wholly Owned Subsidiaries of the Borrower or such Material Subsidiary.

Consolidations, Mergers and Sale of Assets. The Borrower shall will not, and shall not nor will it permit any Material Significant Subsidiary (other than any Project Finance Subsidiary) to, consolidate or merge with or into any other Person or sell, lease lease, transfer, or otherwise transfer all or any substantial part dispose of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether 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) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other Foreign Subsidiary in which corporation, or permit another corporation to merge into it; provided, however, that (a) the surviving corporation, if such surviving corporation is not the Borrower, directly or indirectlythe transferee corporation in the case of a sale of all or substantially all of the Borrower's assets (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, and (2) shall retain expressly assume in writing the due and punctual payment of the Obligations and the due and punctual performance of and compliance with all of the terms of this Credit Agreement and the other Loan Documents to be performed or complied with by the Borrower, (b) immediately before and after 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, a proportionate equity interest equal to Moody's Xxxxxx of Baa3 or greater better or an S&P Rating of BBB - or better. Notwithstanding the foregoing, the Borrower and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries and DTI Companies) will not convey, transfer, 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) in the aggregate within any 12-month period, more than 20% of the equity interest aggregate book value of the assets of the Borrower in the merging Subsidiary if immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; its Consolidated Subsidiaries (dexcluding Project Finance Subsidiaries and DTI Companies) any Material Subsidiary may merge with another Person in connection with an Acquisition permitted by Section 8.5 if (i) such Material Subsidiary is the surviving corporation and (ii) following such Acquisition, the Borrower shall retain, directly or indirectly, a proportionate equity interest in such Material Subsidiary equal to or greater than the Borrower's equity interest immediately prior to such Acquisition; (e) the Borrower may complete the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower or any Material Subsidiary may transfer its interests in any Foreign Subsidiary to one or more Wholly Owned Subsidiaries as calculated as of the Borrower or such Material Subsidiaryend of the most recent fiscal quarter.

Consolidations, Mergers and Sale of Assets. The (a) No Borrower shall notwill, and shall not nor will it permit any Material Subsidiary to, sell, lease, transfer or otherwise dispose of all or substantially all of the assets of Parent and its Subsidiaries taken as a whole (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or consolidate with or merge with or into any other Person or sellpermit any Person to merge into it, lease or otherwise transfer all or any substantial part of its assets to any other Person, except that:except (a) the Borrower may merge with another Person if (i) the Borrower Any Subsidiary of Parent may be merged into Parent (so long as Parent is the corporation surviving such merger and survivor). (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event Any Subsidiary of Default shall have occurred and be continuing; (b) any Material Subsidiary Parent may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer sell all or substantially all of its assets to, or consolidate with or into, Parent (subject to clause (iii) below) or any Wholly-Owned Subsidiary of Parent. (iii) Parent may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or permit another corporation to merge into it; provided, however, that (a) the surviving corporation, if such surviving corporation is not of Parent, or the transferee corporation in the case of a sale of all or substantially all of Parent's assets, (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, and (2) shall expressly assume in writing 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 Notes to be performed or complied with by Parent, (b) immediately before and after 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 Parent, as applicable, has, both immediately before and after such merger, consolidation or sale, a Xxxxx'x Rating of Baa3 or better or an S&P Rating of BBB- or better. (b) No Borrower will, nor will it permit any Subsidiary to, sell, lease, transfer or otherwise dispose of (each, a "Disposition") less than all or substantially of the assets of Parent and its Subsidiaries taken as a whole (whether by a single transaction or a number of related transactions and whether at one time or over a period of time), except (i) Sales of Property and services in the ordinary course of business. (ii) The pledge of Property pursuant to Section 6.11. (iii) Dispositions by either Borrower to any Subsidiary of Parent or by any Subsidiary of Parent to any other Foreign Subsidiary or to either Borrower. (iv) Dispositions of used, worn-out, obsolete or surplus Property in which the ordinary course of business and the abandonment or other Disposition of intellectual property that is, in the reasonable judgment of either Borrower, directly no longer economically practicable to maintain or indirectly, shall retain a proportionate equity interest equal to or greater than useful in the equity interest conduct of the Borrower business of Parent and its Subsidiaries taken as a whole. (v) The sale or discount without recourse of accounts receivable or notes receivable arising in the merging Subsidiary if immediately after giving effect to such mergerordinary course of business, saleor the conversion or exchange of accounts receivable into or for notes receivable, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (d) any Material Subsidiary may merge with another Person in connection with an Acquisition the compromise or collection thereof. (vi) Dispositions of Property that, together with all other Property of Parent and its Subsidiaries previously leased, sold or disposed of (other than inventory in the ordinary course of business) as permitted by this Section 8.5 if (i) 6.10 during the twelve-month period ending with the month in which any such Material Subsidiary is the surviving corporation and (ii) following such Acquisitionlease, the Borrower shall retainsale or other disposition occurs, directly or indirectly, do not constitute a proportionate equity interest in such Material Subsidiary equal to or greater than the Borrower's equity interest immediately prior to such Acquisition; (e) the Borrower may complete the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower or any Material Subsidiary may transfer its interests in any Foreign Subsidiary to one or more Wholly Owned Subsidiaries Substantial Portion of the Borrower or such Material SubsidiaryProperty of Parent and its Subsidiaries taken as a whole (except that for purposes of this Section 6.10(b)(vi), references to "10%" in the definition of Substantial Portion shall be deemed to be "20%").

Consolidations, Mergers and Sale of Assets. The Borrower shall will not, and shall not nor will it permit any Material Significant Subsidiary (other than any Project Finance Subsidiary) to, consolidate or merge with or into any other Person or sell, lease lease, transfer, or otherwise transfer all or any substantial part dispose of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to any other Foreign merge into it, except (i) A Wholly-Owned Subsidiary in which may be merged into the Borrower. (ii) Any Significant Subsidiary may sell all or substantially all of its assets to, directly or indirectlyconsolidate or merge into, shall retain a proportionate equity interest equal to or greater than the equity interest of the Borrower in the merging Subsidiary if another Significant Subsidiary; provided that, immediately before and after giving effect to such merger, consolidation or sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Unmatured Default shall have occurred and be continuing;exist. (diii) any Material Subsidiary Strategic Energy, L.L.C. may merge with another Person sell accounts receivable and contracts that generate accounts receivable, and KCPL may sell accounts receivable, in connection with an Acquisition permitted by Section 8.5 if (i) such Material Subsidiary is the surviving corporation and (ii) following such Acquisition, the Borrower shall retain, directly or indirectly, a proportionate equity interest in such Material Subsidiary equal to or greater than the Borrower's equity interest immediately prior to such Acquisition; (e) the Borrower may complete the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower or any Material Subsidiary may transfer its interests in any Foreign Subsidiary each case pursuant to one or more Wholly Owned 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 permit another corporation to merge into it; provided that (a) the surviving corporation, if such surviving corporation is not the Borrower, or the transferee corporation in the case of a sale of all or substantially all of the Borrower's assets (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (2) shall expressly assume in a writing 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 complied with by the Borrower and (3) shall deliver all documents required to be delivered pursuant to Sections 4.1(i), (ii), (iii), (v) and (ix), (b) immediately before and after 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, 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 the Lease Trust and Project Finance Subsidiaries) will not convey, transfer, 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 sales 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 or such Material Subsidiaryand its Consolidated Subsidiaries (excluding the Lease Trust and Project Finance Subsidiaries) as calculated as of the end of the most recent fiscal quarter.

Consolidations, Mergers and Sale of Assets. The Borrower shall will not, and shall not nor will it permit any Material Subsidiary to, consolidate or merge with or into any other Person or sell, lease lease, transfer or otherwise transfer all or any substantial part dispose of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether 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) Any Wholly-Owned Subsidiary may be merged into the Borrower. (ii) Any Subsidiary may sell all or substantially all of its assets to, or consolidate with or into, the Borrower (subject to clause (iii) below) or any Wholly- Owned Subsidiary. (iii) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other Foreign Subsidiary in which corporation, or permit another corporation to merge into it; provided, however, that (a) the surviving corporation, if such surviving corporation is not the Borrower, directly or indirectly, shall retain the transferee corporation in the case of a proportionate equity interest equal to sale of all or greater than the equity interest substantially all of the Borrower Borrower's assets, (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, and shall be a Wholly- Owned Subsidiary of Parent, and (2) shall expressly assume in writing the merging Subsidiary if 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 Notes to be performed or complied with by the Borrower, (b) immediately before and after giving effect to such merger, consolidation or sale, lease or other transfer on a Pro Forma Basis, no there shall not exist any Default or Event of Unmatured Default shall have occurred and be continuing; (dc) any Material Subsidiary may merge with another Person in connection with an Acquisition permitted by Section 8.5 if (i) such Material Subsidiary is 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 (ii) following after such Acquisitionmerger, the Borrower shall retain, directly consolidation or indirectlysale, a proportionate equity interest in such Material Subsidiary equal to Xxxxx'x Rating of Baa3 or greater than the Borrower's equity interest immediately prior to such Acquisition; (e) the Borrower may complete the orderly liquidation better or an S&P Rating of its interests in Korean American Tobacco Company; and (f) the Borrower BBB- or any Material Subsidiary may transfer its interests in any Foreign Subsidiary to one or more Wholly Owned Subsidiaries of the Borrower or such Material Subsidiarybetter.

Consolidations, Mergers and Sale of Assets. The Borrower shall and the Guarantor will not, and shall not nor will they permit any Material Subsidiary of their respective Significant Subsidiaries (other than any Project Finance Subsidiary) to, consolidate or merge with or into any other Person or sell, lease lease, transfer, or otherwise transfer all or any substantial part dispose of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to any other Foreign merge into it, except (a) A Wholly-Owned Subsidiary in which may be merged into the Borrower, directly or indirectly, shall retain and a proportionate equity interest equal to or greater Wholly-Owned Subsidiary (other than the equity interest Borrower) may be merged into the Guarantor. (b) Any Significant Subsidiary may sell all or substantially all of the Borrower in the merging Subsidiary if its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after giving effect to such merger, consolidation or sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Unmatured Default shall have occurred exist. (c) The Borrower and be continuing;KCPL may sell or transfer accounts receivable pursuant to one or more securitization transactions. (d) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any Material Subsidiary may other corporation, or permit another corporation to merge with another Person in connection with an Acquisition permitted by Section 8.5 if into it; provided that (i) the surviving corporation, if such Material Subsidiary surviving corporation is not the Borrower, or the transferee corporation in the case of a sale of all or substantially all of the Borrower’s assets (A) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (B) shall expressly assume in a writing 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 complied with by the Borrower and (C) shall deliver all documents required to be delivered pursuant to Sections 5.1(i), (ii), (iii) and (v), (ii) immediately before and after such merger, consolidation or sale, there shall not exist any Default or Unmatured Default and (iii) 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 (ii) following after such Acquisitionmerger, the Borrower shall retain, directly consolidation or indirectlysale, a proportionate equity interest in such Material Subsidiary equal to Xxxxx’x Rating of Baa3 or greater than the Borrower's equity interest immediately prior to such Acquisition;better or an S&P Rating of BBB- or better. (e) the Borrower The Guarantor may complete the orderly liquidation sell all or substantially all of its interests in Korean American Tobacco Companyassets to, or consolidate with or merge into, any other corporation, or permit another corporation to merge into it; and provided that (fi) the Borrower surviving corporation, if such surviving corporation is not the Guarantor, or any Material Subsidiary may transfer its interests the transferee corporation in any Foreign Subsidiary to one the case of a sale of all or more Wholly Owned Subsidiaries substantially all of the Borrower Guarantor’s assets (A) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (B) shall expressly assume in a writing 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 complied with by the Guarantor and (C) shall deliver all documents required to be delivered pursuant to Sections 5.1(i), (ii), (iii) and (v), (ii) immediately before and after such Material Subsidiarymerger, consolidation or sale, there shall not exist any Default or Unmatured Default and (iii) the surviving corporation of such merger or consolidation, or the transferee corporation of the assets of the Guarantor, as applicable, has, both immediately before and after such merger, consolidation or sale, a Xxxxx’x Rating of Baa3 or better or an S&P Rating of BBB- or better Notwithstanding the foregoing, the Borrower, the Guarantor and its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) will not convey, transfer, 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 (e) above and (iii) 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) more than 20% of the aggregate book value of the assets of the Guarantor 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 shall and the Guarantor will not, and shall not nor will theyit permit any Material Subsidiary of their respective Significant Subsidiaries (other than any Project Finance Subsidiary) to, consolidate or merge with or into any other Person or sell, lease lease, transfer, or otherwise transfer all or any substantial part dispose of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to any other Foreign merge into it, except (i) A Wholly‑Owned Subsidiary in which may be merged into the Borrower, directly or indirectlyand (ii) a Wholly-Owned Subsidiary (including, without limitation, the Borrower) may be merged into the GuarantorParent provided that, if the Borrower is merged into the Guarantor, the Guarantor the Parent shall retain expressly assume, in a proportionate equity interest equal writing reasonably satisfactory to or greater than the equity interest Administrative Agent, the due and punctual payment of the Borrower in Obligations and the merging due and punctual performance of and compliance with all of the terms of this Agreement and the other Loan Documents to be performed or complied with by the Borrower. (b) Any Significant Subsidiary if may sell all or substantially all of its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after giving effect to such merger, consolidation or sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Unmatured Default shall have occurred and be continuing;exist. (c) the Borrower or KCPL may sell or transfer accounts receivable, in each case pursuant to one or more securitization transactions. (d) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any Material Subsidiary may merge with other Person, or permit another Person in connection with an Acquisition permitted by Section 8.5 if to merge into it; provided that (i) such Material Subsidiary is the surviving corporation Person, if such surviving Person is not the Borrower, or the transferee Person in the case of a sale of all or substantially all of the Borrower’s assets (A) shall be a Person organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (B) 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 .CHAR1\1170499v7 with all of the terms of this Agreement and the other Loan Documents to be performed or complied with by the Borrower and (C) shall deliver all documents required to be delivered pursuant to Sections 5.1(c)(i), (c)(ii), (c)(iii), (c)(v) and (c)(ix), (ii) following immediately before and after such Acquisitionmerger, consolidation or sale, there shall not exist any Default or Unmatured Default and (iii) the Borrower shall retainsurviving Person of such merger or consolidation, directly or indirectlythe transferee Person of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, a proportionate equity interest in such Material Subsidiary equal to Xxxxx’x Rating of Baa3 or greater than the Borrower's equity interest immediately prior to such Acquisition;better or an S&P Rating of BBB ‑ or better. (e) The Guarantor may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or permit another corporation to merge into it; provided that (i) the surviving Person, if such surviving Person is not the Guarantor, or the transferee Person in the case of a sale of all or substantially all of the Guarantor’s assets (A) shall be a Person organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (B) 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 complied with by the Guarantor and (C) shall deliver all documents required to be delivered pursuant to Sections 5.1(c)(i), (c)(ii), (c)(iii), (c)(v) and (c)(ix), (ii) immediately before and after 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 Guarantor, as applicable, has, both immediately before and after such merger, consolidation or sale, a Xxxxx’x Rating of Baa3 or better or an S&P Rating of BBB ‑ or better. Notwithstanding the foregoing, the Borrower, the Guarantor and their respectiveits Consolidated Subsidiaries (excluding Project Finance Subsidiaries) will not convey, transfer, 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, and (iii) transfers by KCPL or the Borrower may complete of assets related to, or ownership interests in, Iatan 2 to co-owners of Iatan 2 pursuant to the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower co-ownership, co-operating or any Material Subsidiary may transfer its interests in any Foreign Subsidiary to one or more Wholly Owned Subsidiaries other similar agreements of the Borrower co-owners of Iatan 2 and (iv) sales of the capital stock or such Material Subsidiaryassets 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 GuarantorBorrower 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 shall will not, and shall not nor will it permit any Material Significant Subsidiary to, consolidate or merge with or into any other Person or sell, lease lease, transfer, or otherwise transfer all or any substantial part dispose of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to any other Foreign merge into it, except (i) A Wholly-Owned Subsidiary in which may be merged into the Borrower. (ii) Any Significant Subsidiary may sell all or substantially all of its assets to, directly or indirectlyconsolidate or merge into, shall retain a proportionate equity interest equal to or greater than the equity interest of the Borrower in the merging Subsidiary if another Significant Subsidiary; provided that, immediately before and after giving effect to such merger, consolidation or sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Unmatured Default shall have occurred and be continuing;exist. (diii) any Material Subsidiary may merge with another Person in connection with an Acquisition permitted by Section 8.5 if (i) such Material Subsidiary is the surviving corporation and (ii) following such Acquisition, the Borrower shall retain, directly or indirectly, a proportionate equity interest in such Material Subsidiary equal to or greater than the Borrower's equity interest immediately prior to such Acquisition; (e) the The Borrower may complete the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower or any Material Subsidiary may transfer its interests in any Foreign Subsidiary sell accounts receivable pursuant to one or more Wholly 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 permit another corporation to merge into it; provided that (a) the surviving corporation, if such surviving corporation is not the Borrower, or the transferee corporation in the case of a sale of all or substantially all of the Borrower's assets (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (2) shall be a Wholly-Owned Subsidiary of Great Plains, (3) shall expressly assume in a writing 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 complied with by the Borrower and (4) shall deliver all documents required to be delivered pursuant to Sections 4.1(i), (ii), (iii), (v) and (ix), (b) immediately before and after 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, 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 the Lease Trust) will not convey, transfer, 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 sales 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 or such Material Subsidiaryand its Consolidated Subsidiaries (excluding the Lease Trust) as calculated as of the end of the most recent fiscal quarter.

Consolidations, Mergers and Sale of Assets. The Borrower shall and the Guarantor will not, and shall not nor will they permit any Material Subsidiary of their respective Significant Subsidiaries (other than any Project Finance Subsidiary) to, consolidate or merge with or into any other Person or sell, lease lease, transfer, or otherwise transfer all or any substantial part dispose of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to any other Foreign merge into it, except (i) A Wholly-Owned Subsidiary in which may be merged into the Borrower, directly or indirectlyand (ii) a Wholly-Owned Subsidiary (including, without limitation, the Borrower) may be merged into the Guarantor provided that, if the Borrower is merged into the Guarantor, the Guarantor shall retain expressly assume, in a proportionate equity interest equal writing reasonably satisfactory to or greater than the equity interest Administrative Agent, the due and punctual payment of the Borrower in Obligations and the merging due and punctual performance of and compliance with all of the terms of this Agreement and the other Loan Documents to be performed or complied with by the Borrower. (b) Any Significant Subsidiary if may sell all or substantially all of its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after giving effect to such merger, consolidation or sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Unmatured Default shall have occurred and be continuing;exist. (c) the Borrower or KCPL may sell or transfer accounts receivable, in each case pursuant to one or more securitization transactions. (d) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any Material Subsidiary may merge with other Person, or permit another Person in connection with an Acquisition permitted by Section 8.5 if to merge into it; provided that (i) such Material Subsidiary is the surviving corporation Person, if such surviving Person is not the Borrower, or the transferee Person in the case of a sale of all or substantially all of the Borrower’s assets (A) shall be a Person organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (B) 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 complied with by the Borrower and (C) shall deliver all documents required to be delivered pursuant to Sections 5.1(c)(i), (c)(ii), (c)(iii), (c)(v) and (c)(ix), (ii) following immediately before and after such Acquisitionmerger, consolidation or sale, there shall not exist any Default or Unmatured Default and (iii) the Borrower shall retainsurviving Person of such merger or consolidation, directly or indirectlythe transferee Person of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, a proportionate equity interest in such Material Subsidiary equal to Xxxxx’x Rating of Baa3 or greater than the Borrower's equity interest immediately prior to such Acquisition;better or an S&P Rating of BBB - or better. (e) The Guarantor may sell all or substantially all of its assets to, or consolidate with or merge into, any other Person, or permit another Person to merge into it; provided that (i) the surviving Person, if such surviving Person is not the Guarantor, or the transferee Person in the case of a sale of all or substantially all of the Guarantor’s assets (A) shall be a Person organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (B) 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 complied with by the Guarantor and (C) shall deliver all documents required to be delivered pursuant to Sections 5.1(c)(i), (c)(ii), (c)(iii), (c)(v) and (c)(ix), (ii) immediately before and after 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 Guarantor, as applicable, has, both immediately before and after such merger, consolidation or sale, a Xxxxx’x Rating of Baa3 or better or an S&P Rating of BBB - or better. Notwithstanding the foregoing, the Borrower, the Guarantor and their respective Consolidated Subsidiaries (excluding Project Finance Subsidiaries) will not convey, transfer, 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 KCPL or the Borrower may complete of assets related to, or ownership interests in, Iatan 2 to co-owners of Iatan 2 pursuant to the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower co-ownership, co-operating or any Material Subsidiary may transfer its interests in any Foreign Subsidiary to one or more Wholly Owned Subsidiaries other similar agreements of the Borrower co-owners of Iatan 2 and (iv) sales of the capital stock or such Material Subsidiaryassets 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 Guarantor 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 shall will not, and shall not nor will it permit any Material Significant Subsidiary to, consolidate or merge with or into any other Person or sell, lease lease, transfer, or otherwise transfer dispose of all or any substantial part substantially all of its assets (whether by a single transaction or a number of related transactions and whether 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) with by the Borrower, (b) immediately before and after such merger, consolidation or sale, there shall not exist any other PersonDefault or Unmatured Default and (c) the surviving corporation of such merger or consolidation, except that:or the transferee corporation of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, a Xxxxx'x Rating of Baa3 or better or an S&P Rating of BBB - or better. (iii) The Western Merger Transactions; provided, however, that (a) the Borrower may merge with another Person if (i) surviving corporation of any merger or consolidation involving the Borrower that is contemplated by the Western Merger Transactions, if such surviving corporation surviving such merger is not the Borrower, or the transferee corporation in the case of a sale of all or substantially all of the Borrower's assets (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, and (ii2) immediately after giving effect shall expressly assume in writing the due and punctual payment of the Obligations and the due and punctual performance of and compliance with all of the terms of this Credit Agreement and the other Loan Documents to such merger on a Pro Forma Basisbe performed or complied with by the Borrower, no Default or Event of Default shall have occurred and be continuing; (b) immediately before and after such merger, consolidation or sale, there shall not exist any Material Subsidiary may merge with Default or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary Unmatured Default and (determined immediately thereafterc) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation of such merger or consolidation, or the transferee corporation of such assists of the Borrower, as applicable, has, both immediately before and (ii) immediately after giving effect to such merger, consolidation or sale, lease a Xxxxx'x Rating of Baa3 or other transfer on a Pro Forma Basis, no Default better or Event an S&P Rating of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into BBB - or sell, lease or otherwise transfer all or substantially all of its assets to any other Foreign Subsidiary in which the Borrower, directly or indirectly, shall retain a proportionate equity interest equal to or greater than the equity interest of the Borrower in the merging Subsidiary if immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (d) any Material Subsidiary may merge with another Person in connection with an Acquisition permitted by Section 8.5 if (i) such Material Subsidiary is the surviving corporation and (ii) following such Acquisition, the Borrower shall retain, directly or indirectly, a proportionate equity interest in such Material Subsidiary equal to or greater than the Borrower's equity interest immediately prior to such Acquisition; (e) the Borrower may complete the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower or any Material Subsidiary may transfer its interests in any Foreign Subsidiary to one or more Wholly Owned Subsidiaries of the Borrower or such Material Subsidiarybetter.

Consolidations, Mergers and Sale of Assets. The Borrower shall will not, and shall not nor will it permit any Material Significant Subsidiary to, consolidate or merge with or into any other Person or sell, lease lease, transfer, or otherwise transfer all or any substantial part dispose of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to any other Foreign merge into it, except (i) A Wholly-Owned Subsidiary in which may be merged into the Borrower. (ii) Any Significant Subsidiary may sell all or substantially all of its assets to, directly or indirectlyconsolidate or merge into, shall retain a proportionate equity interest equal to or greater than the equity interest of the Borrower in the merging Subsidiary if another Significant Subsidiary; provided that, immediately before and after giving effect to such merger, consolidation or sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Unmatured Default shall have occurred and be continuing;exist. (diii) any Material Subsidiary may merge with another Person in connection with an Acquisition permitted by Section 8.5 if (i) such Material Subsidiary is the surviving corporation and (ii) following such Acquisition, the Borrower shall retain, directly or indirectly, a proportionate equity interest in such Material Subsidiary equal to or greater than the Borrower's equity interest immediately prior to such Acquisition; (e) the The Borrower may complete the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower sell or any Material Subsidiary may transfer its interests in any Foreign Subsidiary accounts receivable pursuant to one or more Wholly 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 permit another corporation to merge into it; provided that (a) the surviving corporation, if such surviving corporation is not the Borrower, or the transferee corporation in the case of a sale of all or substantially all of the Borrower’s assets (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (2) shall be a Wholly-Owned Subsidiary of Great Plains, (3) shall expressly assume in a writing 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 complied with by the Borrower and (4) shall deliver all documents required to be delivered pursuant to Sections 4.1(i), (ii), (iii), (v) and (ix), (b) immediately before and after 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, 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, 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 and (c) 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) in the aggregate within any 12-month period, more than 20% of the aggregate book value of the assets of the Borrower or such Material Subsidiaryand its Consolidated Subsidiaries as calculated as of the end of the most recent fiscal quarter.

Consolidations, Mergers and Sale of Assets. The Borrower shall will not, and shall not nor will it permit any Material Significant Subsidiary (other than any Project Finance Subsidiary) to, consolidate or merge with or into any other Person or sell, lease lease, transfer, or otherwise transfer all or any substantial part dispose of its assets to any other Person, except that: (a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing; (c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets (whether by a single transaction or a number of related transactions and whether at one time or over a period of time) or consolidate with or merge into any Person or permit any Person to any other Foreign merge into it, except (a) A Wholly-Owned Subsidiary in which may be merged into the Borrower. (b) Any Significant Subsidiary may sell all or substantially all of its assets to, directly or indirectlyconsolidate or merge into, shall retain a proportionate equity interest equal to or greater than the equity interest of the Borrower in the merging Subsidiary if another Significant Subsidiary; provided that, immediately before and after giving effect to such merger, consolidation or sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Unmatured Default shall have occurred and be continuing;exist. (c) KCPL or KCPL GMO may sell or transfer accounts receivable, in each case pursuant to one or more securitization transactions. (d) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any Material Subsidiary may merge with other Person, or permit another Person in connection with an Acquisition permitted by Section 8.5 if to merge into it; provided that (i) such Material Subsidiary is the surviving corporation Person, if such surviving Person is not the Borrower, or the transferee Person in the case of a sale of all or substantially all of the Borrower’s assets (A) shall be a Person organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (B) 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 complied with by the Borrower and (C) shall deliver all documents required to be delivered pursuant to Sections 4.1(c)(i), (c)(ii), (c)(iii), (c)(v) and (c)(ix), (ii) following immediately before and after such Acquisitionmerger, 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, a Xxxxx’x Rating of Baa3 or better or an S&P Rating of BBB - or better. Notwithstanding the foregoing, the Borrower shall retainand its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) will not convey, directly transfer, lease or indirectlyotherwise dispose of (whether in one transaction or a series of transactions, a proportionate equity interest but excluding (i) sales of inventory in such Material Subsidiary equal the ordinary course of business, (ii) transactions permitted by clauses (a) through (d) above, (iii) transfers by KCPL or KCPL GMO of assets related to, or ownership interests in, Iatan 2 to co-owners of Iatan 2 pursuant to the co-ownership, co-operating or greater other similar agreements of the co-owners of Iatan 2 and (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 Borrower's equity interest immediately prior to such Acquisition; (e) aggregate book value of the Borrower may complete the orderly liquidation of its interests in Korean American Tobacco Company; and (f) the Borrower or any Material Subsidiary may transfer its interests in any Foreign Subsidiary to one or more Wholly Owned Subsidiaries assets of the Borrower or such Material Subsidiaryand its Consolidated Subsidiaries (excluding Project Finance Subsidiaries) as calculated as of the end of the most recent fiscal quarter.