Common use of Fundamental Changes Only on Certain Terms Clause in Contracts

Fundamental Changes Only on Certain Terms. The Company will not, and will not permit any of its Subsidiaries to, (i) amend the Partnership Agreement or the Sunbelt Partnership Agreement other than to add additional limited partners or general partners pursuant to the terms thereof, alter the obligations of the Huntway General Partners under the Partnership Agreement or the Sunbelt General Partner under the Sunbelt Partnership Agreement, allow the General Partner or the Special General Partner to withdraw from the Partnership Agreement or the related partnership or to sell or otherwise transfer any of their partnership interests in the Company to any Person such that they cease to be the sole Huntway General Partners, allow Reprise to withdraw from either the General Partner partnership or the Special General Partner partnership, add any Person as a general partner to the General Partner partnership or the Special General Partner partnership or allow the Company to withdraw from the Sunbelt partnership or to sell or otherwise transfer any of its Sunbelt partnership interests to any Person such that the Company ceases to be the Sunbelt Managing General Partner, or add any person as a general partner such that the Company ceases to be the Sunbelt Managing General Partner, without the express prior written consent of the Requisite Holders of Securities; provided, however, that the Company or any of its Subsidiaries may alter the existence of the limited partners of the Company in accordance with the provisions of the Partnership Agreement and that Sunbelt may alter the existence of the limited partners in accordance with the provisions of Articles V and VI of the Sunbelt Partnership Agreement, or (ii) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or rights related thereto, property (whether leased or owned in fee) or fixed assets outside of the ordinary course of business consistent with past practices, whether now owned or hereafter acquired or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person except: (a) the Company may transfer its Sunbelt partnership interests or Sunbelt may transfer its interest in the underlying assets of Sunbelt if it receives at least the fair market value of such transferred interests or assets and the proceeds from such transfer are applied to the Securities in the priorities set forth in Section 307(d) as if such proceeds were CDSA; (b) Subject to subsection (a) above, any Subsidiary of the Company may be merged or consolidated with or into the Company or any of its wholly-owned Subsidiaries, or be liquidated, wound up or dissolved, or all or substantially all of its business, property or assets may be conveyed, sold, leased, exchanged, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Company or any wholly-owned Subsidiary of the Company; provided that, in the case of such a merger or consolidation, the Company or such wholly-owned Subsidiary shall be the continuing and surviving corporation; (c) the Company and its Subsidiaries may sell or otherwise dispose of any of their other assets outside of the ordinary course of business; provided that (i) any such sale or other disposition is made for at least the fair market value of such assets; (ii) the fair market value of assets sold in any transaction or transactions otherwise permitted by this subsection (c) shall not exceed $250,000 in the aggregate in any calendar year (except as permitted in subsection (a) above); (d) the Company may merge or be consolidated with or transfer substantially all of its business, property and assets to a corporation; provided that (i) such corporation has at the time of such merger, consolidation or transfer no liabilities other than those transferred to it by the Company, (ii) on or before such merger, consolidation or transfer, such corporation shall assume all obligations of the Company hereunder and under the Collateral Documents (as "Collateral Documents" is defined in the Intercreditor Agreement) pursuant to an assumption agreement in form and substance satisfactory to Requisite Holders and (iii) on or before such merger, consolidation or transfer, the definitions, covenants and other provisions of this Indenture (including, without limitation, the definition of "Restricted Junior Payment" and Sections 414, 426, 501(e), 501(f) and 501(l)) shall have been amended by a supplemental indenture executed by Requisite Holders in accordance with the provisions of Article 8 in order to provide the Holders with the same scope and degree of protections hereunder after such merger, consolidation or transfer that would exist hereunder had such merger, consolidation or transfer not occurred; and

Fundamental Changes Only on Certain Terms. The After the Company has paid in full the principal of and all accrued interest (including Secondary Securities, as defined in the Collateralized Note Indenture issued with respect thereto) on the Senior Securities, the Company will not, and will not permit any of its Subsidiaries to, (i) amend the Partnership Agreement or the Sunbelt Partnership Agreement other than to add additional limited partners or general partners pursuant to the terms thereof, alter the obligations of the Huntway General Partners under the Partnership Agreement or the Sunbelt General Partner under the Sunbelt Partnership Agreement, allow the General Partner or the Special General Partner to withdraw from the Partnership Agreement or the related partnership or to sell or otherwise transfer any of their partnership interests in the Company to any Person such that they cease to be the sole Huntway General Partners, allow Reprise to withdraw from either the General Partner partnership or the Special General Partner partnership, add any Person as a general partner to the General Partner partnership or the Special General Partner partnership or allow the Company to withdraw from the Sunbelt partnership or to sell or otherwise transfer any of its Sunbelt partnership interests to any Person such that the Company ceases to be the Sunbelt Managing General Partner, or add any person as a general partner such that the Company ceases to be the Sunbelt Managing General Partner, without the express prior written consent of the Requisite Holders of Securities; provided, however, that the Company or any of its Subsidiaries may alter the existence of the limited partners of the Company in accordance with the provisions of the Partnership Agreement and that Sunbelt may alter the existence of the limited partners in accordance with the provisions of Articles V and VI of the Sunbelt Partnership Agreement, or (ii) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or rights related thereto, property (whether leased or owned in fee) or fixed assets outside of the ordinary course of business consistent with past practices, whether now owned or hereafter acquired or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person except: (a) the Company may transfer its Sunbelt partnership interests or Sunbelt may transfer its interest in the underlying assets of Sunbelt if it receives at least the fair market value of such transferred interests or assets and the proceeds from such transfer are applied to the pro rata repayment of the principal of and accrued interest on the Securities in (including the priorities set forth in Section 307(d) as if such proceeds were CDSASecondary Securities issued with respect thereto); (b) Subject subject to subsection (a) above, any Subsidiary of the Company may be merged or consolidated with or into the Company or any of its wholly-owned Subsidiaries, or be liquidated, wound up or dissolved, or all or substantially all of its business, property or assets may be conveyed, sold, leased, exchanged, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Company or any wholly-owned Subsidiary of the Company; provided that, in the case of such a merger or consolidation, the Company or such wholly-owned Subsidiary shall be the continuing and surviving corporation; (c) the Company and its Subsidiaries may sell or otherwise dispose of any of their other assets outside of the ordinary course of business; provided that (i) any such sale or other disposition is made for at least the fair market value of such assets; (ii) the fair market value of assets sold in any transaction or transactions otherwise permitted by this subsection (c) shall not exceed $250,000 in the aggregate in any calendar year (except as permitted in subsection (a) above); (d) the Company may merge or be consolidated with or transfer substantially all of its business, property and assets to a corporation; provided that (i) such corporation has at the time of such merger, consolidation or transfer no liabilities other than those transferred to it by the Company, (ii) on or before such merger, consolidation or transfer, such corporation shall assume all obligations of the Company hereunder and under the Collateral Documents (as "Collateral Documents" is defined in the Intercreditor Agreement) pursuant to an assumption agreement in form and substance satisfactory to Requisite Holders and (iii) on or before such merger, consolidation or transfer, the definitions, covenants and other provisions of this Indenture (including, without limitation, the definition of "Restricted Junior Payment" and Sections 414, 426, 501(e), 501(f) and 501(l)) shall have been amended by a supplemental indenture executed by Requisite Holders in accordance with the provisions of Article 8 in order to provide the Holders with the same scope and degree of protections hereunder after such merger, consolidation or transfer that would exist hereunder had such merger, consolidation or transfer not occurred; andits

Fundamental Changes Only on Certain Terms. The Company will not, and will not permit any of its Subsidiaries to, (i) amend the Huntway Partnership Agreement or the Sunbelt Partnership Agreement other than to add additional limited partners or general partners pursuant to the terms thereof, alter the obligations of the Huntway General Partners under the Huntway Partnership Agreement or the Sunbelt General Partner under the Sunbelt Partnership Agreement, allow the Huntway Managing General Partner or the Special General Partner to withdraw from the Huntway Partnership Agreement or the related partnership or to sell or otherwise transfer any of their partnership interests in the Company to any Person such that they cease to be the sole Huntway General PartnersPartners (except pursuant to the Conversion), prior to the Conversion allow Reprise to withdraw from either the Huntway Managing General Partner partnership or the Special General Partner partnership, prior to the Conversion add any Person as a general partner to the Huntway Managing General Partner partnership or the Special General Partner partnership or allow the Company to withdraw from the Sunbelt partnership or to sell or otherwise transfer any of its Sunbelt partnership interests to any Person such that the Company ceases to be the Sunbelt Managing General Partner, or add any person as a general partner such that the Company ceases to be the Sunbelt Managing General Partner, without without, in each case, the express prior written consent of Three-Fourths in Interest of the Requisite Holders of SecuritiesPurchasers; provided, however, that the Company or any of its Subsidiaries may alter the existence of the limited partners of the Company in accordance with the provisions of the Huntway Partnership Agreement and that Sunbelt may alter the existence of the limited partners in accordance with the provisions of Articles V and VI of the Sunbelt Partnership Agreement, or (ii) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or rights related thereto, property (whether leased or owned in fee) or fixed assets outside of the ordinary course of business consistent with past practices, whether now owned or hereafter acquired or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person except: (a) the Company may transfer its Sunbelt partnership interests or Sunbelt may transfer its interest in the underlying assets of Sunbelt if it receives at least the fair market value of such transferred interests or assets and the proceeds from such transfer are applied to the Securities in the priorities set forth in Section 307(d) as if such proceeds were CDSA; (b) Subject to subsection (a) above, any Subsidiary of the Company may be merged or consolidated with or into the Company or any of its wholly-owned Subsidiaries, or be liquidated, wound up or dissolved, or all or substantially all of its business, property or assets may be conveyed, sold, leased, exchanged, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Company or any wholly-owned Subsidiary of the Company; provided that, in the case of such a merger or consolidation, the Company or such wholly-owned Subsidiary shall be the continuing and surviving corporation; (c) the Company and its Subsidiaries may sell or otherwise dispose of any of their other assets outside of the ordinary course of business; provided that (i) any such sale or other disposition is made for at least the fair market value of such assets; (ii) the fair market value of assets sold in any transaction or transactions otherwise permitted by this subsection (c) shall not exceed $250,000 in the aggregate in any calendar year (except as permitted in subsection (a) above); (d) the Company may merge or be consolidated with or transfer substantially all of its business, property and assets to a corporation; provided that (i) such corporation has at the time of such merger, consolidation or transfer no liabilities other than those transferred to it by the Company, (ii) on or before such merger, consolidation or transfer, such corporation shall assume all obligations of the Company hereunder and under the Collateral Documents (as "Collateral Documents" is defined in the Intercreditor Agreement) pursuant to an assumption agreement in form and substance satisfactory to Requisite Holders and (iii) on or before such merger, consolidation or transfer, the definitions, covenants and other provisions of this Indenture (including, without limitation, the definition of "Restricted Junior Payment" and Sections 414, 426, 501(e), 501(f) and 501(l)) shall have been amended by a supplemental indenture executed by Requisite Holders in accordance with the provisions of Article 8 in order to provide the Holders with the same scope and degree of protections hereunder after such merger, consolidation or transfer that would exist hereunder had such merger, consolidation or transfer not occurred; andin