Common use of Limitation on Consolidation, Merger and Transfer of Assets Clause in Contracts

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series Supplement, the Notes and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) and that all conditions precedent provided for herein relating to such transaction have been complied with.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series Supplement, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders Holders do not give rise to any withholding tax payments less favorable to the Noteholders Holders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series Supplement, the Notes Securities and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any NoteholderHolder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) and that all conditions precedent provided for herein relating to such transaction have been complied with.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease merge sale or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Partrnership Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of each of the Issuer General Partner and Limited Partner, and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result thatwith, in the case of a transfer only, the Issuer thereupon will be being released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent Consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) Majority has been obtained with respect to such Merger Transaction;; and (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with.;

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series Supplement, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will MSAF shall not, and MSAF shall not permit any of its subsidiaries to, consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into MSAF or any of its subsidiaries, unless (i) the Issuer (any resulting entity is a special purpose entity, the organizational document of which is substantially similar to this Trust Agreement or the equivalent organizational document of such MSAF subsidiary, as the case may be, and, after such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction event not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; occured, (ii) (A) such Merger Transaction has been unanimously approved in the case of any consolidation, merger or transfer by the board of managers of the Issuer and (B) MSAF, the surviving successor or transferee entity shall expressly assume all of the obligations of MSAF under the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Notes and each other Operative Agreement Related Document to which the Issuer MSAF is then a party (with the result thatparty, in the case of a transfer only, the Issuer thereupon will be released); (iii) both beforethe Controlling Trustees shall have obtained a Rating Agency Confirmation with respect to such merger, and sale, conveyance, transfer, lease or disposition, (iv) immediately after giving effect to such Merger Transactiontransaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation continuing and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer MSAF delivers to the trustee under the Indenture Trustee an Officer’s 's Certificate and an Opinion opinion of Counselcounsel, in each case stating that such Merger Transaction complies consolidation, merger or transfer and such supplemental indenture comply with the above criteria and, if applicable, Section 5.03(a5.02(g) of the Indenture and that all conditions precedent provided for herein in the Indenture relating to such transaction have been complied with; provided that this covenant shall not apply to any such consolidation, merger, sale, conveyance, transfer, lease or disposition (a) within and among MSAF and any of its subsidiaries and any other MSAF Group Member if such consolidation, merger, sale, conveyance, transfer, lease or disposition, as the case may be, would not materially adversely affect the Noteholders, (b) complying with the terms of Section 5.02(g) of the Indenture or (c) effected as part of a single transaction providing for the redemption or defeasance of MSAF Group Notes in accordance with Section 3.10 or Article XI, respectively, of the Indenture.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will shall not, and shall not permit any Issuer Subsidiary to, consolidate with, amalgamate, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to consolidate with, amalgamate or merge with or into the Issuer (or any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”)Issuer Subsidiary, unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreementcharter documents of the Issuer or the equivalent charter document of such Issuer Subsidiary, as the case may be, and, after such Merger Transactionconsolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposition (A) payments from such resulting entity to the Noteholders Holders do not give rise to any withholding tax payments less favorable to the Noteholders Holders than the amount of any withholding tax payments which would have been required had such Merger Transaction event not occurred and (B) such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation;, (ii) (A) such Merger Transaction has been unanimously approved in the case of any consolidation, amalgamation, merger or transfer by the board of managers of the Issuer and (B) Issuer, the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Notes and each other Operative Agreement Related Document to which the Issuer is then a party (with the result thatwith, in the case of a transfer only, the Issuer thereupon will be being released) and in the case of any consolidation, amalgamation, merger or transfer by any other Issuer Group Member, the surviving successor or transferee entity shall expressly assume all of the obligations of such Issuer Group Member under each Related Document to which it is then a party (with, in the case of a transfer only, the Issuer Group Member thereupon being released);, (iii) both beforeeach of a Rating Agency Confirmation and the prior written consent of each of the Policy Provider (unless the Policy Non-Consent Event has occurred) and the Initial Liquidity Facility Provider (unless the Initial Liquidity Facility Non-Consent Event has occurred) is obtained with respect to such merger, and sale, conveyance, transfer, lease or disposition, (iv) immediately after giving effect to such Merger Transactiontransaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction;, and (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies consolidation, amalgamation, merger or transfer and such supplemental indenture comply with the above criteria and, if applicable, Section 5.03(a5.02(g) and that all conditions precedent provided for herein relating to such transaction have been complied with; provided that this covenant shall not apply to any such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or disposition (a) within and among the Issuer Group if the Manager or the Issuer shall have determined that such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or disposition, as the case may be, (x) would not materially adversely affect the Holders or the Policy Provider, and (y) is otherwise consistent with Sections 5.02(p) and (q), (b) complying with the terms of Section 5.02(g) hereof or (c) effected as part of a single transaction providing for the redemption or defeasance of Notes in accordance with Section 3.11 or Article XI, respectively.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will shall not, and shall not permit any Issuer Subsidiary to, consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer or any Issuer Subsidiary, unless (any i) the resulting entity is a special purpose corporation, the charter of which is substantially similar to the Trust Agreement or the equivalent charter document of such Issuer Subsidiary, as the case may be, and, after such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction event not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; occurred, (ii) (A) such Merger Transaction has been unanimously approved in the case of any consolidation, merger or transfer by the board of managers of the Issuer and (B) Issuer, the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Notes and each other Operative Agreement Related Document to which the Issuer is then a party (with the result thatparty, in the case of a transfer only, the Issuer thereupon will be released); (iii) both beforethe Controlling Trustees shall have obtained a Rating Agency Confirmation with respect to such merger, and sale, conveyance, transfer, lease or disposition, (iv) immediately after giving effect to such Merger Transactiontransaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation continuing and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s 's Certificate and an Opinion opinion of Counselcounsel, in each case stating that such Merger Transaction complies consolidation, merger or transfer and such supplemental indenture comply with the above criteria and, if applicable, Section 5.03(a5.02(g) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with; provided that this covenant shall not apply to any such consolidation, merger, sale, conveyance, transfer, lease or disposition (a) within and among the Issuer and any Issuer Subsidiary and any other MSAF Group Member if such consolidation, merger, sale, conveyance, transfer, lease or disposition, as the case may be, would not materially adversely affect the Noteholders and written notification is given to such Rating Agency, (b) complying with the terms of Section 5.02(g) hereof or (c) effected as part of a single transaction providing for the redemption or defeasance of MSAF Group Notes in accordance with Section 3.10 or Article XI, respectively, hereof.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease sale or other disposition, a ““ Merger TransactionTransaction ”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with.;

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will shall not, and shall not permit any Issuer Subsidiary to, consolidate with, amalgamate, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to consolidate with, amalgamate or merge with or into the Issuer (or any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”)Issuer Subsidiary, unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreementcharter documents of the Issuer or the equivalent charter document of such Issuer Subsidiary, as the case may be, and, after such Merger Transactionconsolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposition (A) payments from such resulting entity to the Noteholders Holders do not give rise to any withholding tax payments less favorable to the Noteholders Holders than the amount of any withholding tax payments which would have been required had such Merger Transaction event not occurred and (B) such entity is not subject to taxation in the United States as a corporation or an association or a publicly traded partnership taxable as a corporation;, (ii) (A) such Merger Transaction has been unanimously approved in the case of any consolidation, amalgamation, merger or transfer by the board of managers of the Issuer and (B) Issuer, the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Notes and each other Operative Agreement Related Document to which the Issuer is then a party (with the result thatwith, in the case of a transfer only, the Issuer thereupon will be being released) and in the case of any consolidation, amalgamation, merger or transfer by any other Issuer Group Member, the surviving successor or transferee entity shall expressly assume all of the obligations of such Issuer Group Member under each Related Document to which it is then a party (with, in the case of a transfer only, the Issuer Group Member thereupon being released);, (iii) both beforeeach of a Rating Agency Confirmation and the prior written consent of each of the Policy Provider (unless the Policy Non-Consent Event has occurred) and the Initial Liquidity Facility Provider (unless the Initial Liquidity Facility Non-Consent Event has occurred) is obtained with respect to such merger, and sale, conveyance, transfer, lease or disposition, (iv) immediately after giving effect to such Merger Transactiontransaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction;, and (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies consolidation, amalgamation, merger or transfer and such supplemental indenture comply with the above criteria and, if applicable, Section 5.03(a5.02(g) and that all conditions precedent provided for herein relating to such transaction have been complied with; provided that this covenant shall not apply to any such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or disposition (a) within and among the Issuer Group if the Administrative Agent or the Issuer shall have determined that such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or disposition, as the case may be, (x) would not materially adversely affect the Holders or the Policy Provider, and (y) is otherwise consistent with Sections 5.02(p) and (q), (b) complying with the terms of Section 5.02(g) hereof or (c) effected as part of a single transaction providing for the redemption or defeasance of Notes in accordance with Section 3.11 or Article XI, respectively.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will shall not, and shall not permit any Issuer Subsidiary to, consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (or any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”)Issuer Subsidiary, unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC AgreementMemorandum of Association of the Issuer or the equivalent charter document of such Issuer Subsidiary, as the case may be, and, after such Merger Transactionconsolidation, merger, sale, conveyance, transfer, lease or other disposition, payments from such resulting entity to the Noteholders Holders do not give rise to any withholding tax payments less favorable to the Noteholders Holders than the amount of any withholding tax payments which would have been required had such Merger Transaction event not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation;occurred, (ii) (A) such Merger Transaction has been unanimously approved in the case of any consolidation, merger or transfer by the board of managers of the Issuer and (B) Issuer, the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Notes and each other Operative Agreement Related Document to which the Issuer is then a party (with the result thatwith, in the case of a transfer only, the Issuer thereupon will be being released) and in the case of any consolidation, merger or transfer by any other Issuer Group Member, the surviving successor or transferee entity shall expressly assume all of the obligations of such Issuer Group Member under each Related Document to which it is then a party (with, in the case of a transfer only, the Issuer Group Member thereupon being released);, (iii) both beforeeach of a Rating Agency Confirmation and the prior written consent of each of the Policy Provider (unless the Policy Non-Consent Event has occurred) and the Initial Primary Liquidity Facility Provider (unless the Initial Primary Liquidity Facility Non-Consent Event has occurred) is obtained with respect to such merger, and sale, conveyance, transfer, lease or disposition, (iv) immediately after giving effect to such Merger Transactiontransaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction;, and (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies consolidation, merger or transfer and such supplemental indenture comply with the above criteria and, if applicable, Section 5.03(a5.02(g) and that all conditions precedent provided for herein relating to such transaction have been complied with; provided that this covenant shall not apply to any such consolidation, merger, sale, conveyance, transfer, lease or disposition (a) within and among the Issuer Group if such consolidation, merger, sale, conveyance, transfer, lease or disposition, as the case may be, would not materially adversely affect the Holders and written notification of such act is given to each Rating Agency by the Issuer or its agent and the prior written consent of each of the Policy Provider and the Initial Primary Liquidity Facility Provider has been obtained in connection therewith, (b) complying with the terms of Section 5.02(g) or Section 5.02(l) or (c) effected as part of a single transaction providing for the redemption or defeasance of Notes in accordance with Section 3.12 or Article XI, respectively.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a ““ Merger TransactionTransaction ”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease sale or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with.;

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease merge sale or other disposition, a ““ Merger TransactionTransaction ”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Partrnership Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of each of the Issuer General Partner and Limited Partner, and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result thatwith, in the case of a transfer only, the Issuer thereupon will be being released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent Consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) Majority has been obtained with respect to such Merger Transaction;; and (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with.;

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will shall not, and shall not permit any Issuer Subsidiary to, consolidate with, merge with or into, or sell, convey, transfer, lease (other than in accordance with the Servicing Agreement) or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer or any Issuer Subsidiary, unless (any i) the resulting entity is a special purpose corporation, the charter of which is substantially similar to the Memorandum and Articles of Association of the Issuer or the equivalent charter document of such Issuer Subsidiary, as the case may be, and, after such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction event not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; occurred, (ii) (A) such Merger Transaction has been unanimously approved in the case of any consolidation, merger or transfer by the board of managers of the Issuer and (B) Issuer, the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Notes and each other Operative Agreement Related Document to which the Issuer is then a party (with the result thatparty, in the case of a transfer only, the Issuer thereupon will be released); (iii) both beforethe Board of the Issuer shall have obtained Rating Agency Confirmation with respect to such merger, and sale, conveyance, transfer, lease or disposition, (iv) immediately after giving effect to such Merger Transactiontransaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation continuing and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s 's Certificate and an Opinion opinion of Counselcounsel, in each case stating that such Merger Transaction complies consolidation, merger or transfer and such supplemental indenture comply with the above criteria and, if applicable, Section 5.03(a5.02(g) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with; provided that this covenant shall not apply to any such consolidation, merger, sale, conveyance, transfer, lease or disposition (a) within and among the Issuer and any Issuer Subsidiary and any other AerCo Group Member if such consolidation, merger, sale, conveyance, transfer, lease or disposition, as the case may be, would not materially adversely affect the Noteholders and notification is given to the Rating Agencies, (b) complying with the terms of Section 5.02(g) hereof or (c) effected as part of a single transaction providing for the redemption or defeasance of all AerCo Group Notes in accordance with Section 3.10 or Article XI, respectively, hereof.

Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”), unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation; (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Master Indenture and any Series SupplementIndenture, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released); (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing; (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction; (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with.