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

Limitation on Consolidation, Merger and Transfer of Assets. 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 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, 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 event not occured, (ii) in the case of any consolidation, merger or transfer by MSAF, the surviving successor or transferee entity shall expressly assume all of the obligations of MSAF under the Indenture, the Notes and each other Related Document to which MSAF is then a party, (iii) the Controlling Trustees shall have obtained a Rating Agency Confirmation with respect to such merger, sale, conveyance, transfer, lease or disposition, (iv) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing and (v) MSAF delivers to the trustee under the Indenture an Officer's Certificate and an opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture comply with the above criteria and, if applicable, Section 5.02(g) of the Indenture and that all conditions precedent provided for 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. MSAF The Issuer shall not, and MSAF shall not permit any of its subsidiaries 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 MSAF the Issuer or any of its subsidiariesIssuer Subsidiary, unless (i) the resulting entity is a special purpose entitycorporation, the organizational document charter of which is substantially similar to this Trust Agreement the Memorandum and Articles of Association of the Issuer or the equivalent organizational charter document of such MSAF subsidiaryIssuer Subsidiary, as the case may be, and, after such consolidation, merger, sale, conveyance, transfer, lease or other disposition, 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 event not occuredoccurred, (ii) in the case of any consolidation, merger or transfer by MSAFthe Issuer, the surviving successor or transferee entity shall expressly assume all of the obligations of MSAF the Issuer under the this Indenture, the Notes and each other Related Document to which MSAF the Issuer is then a party, (iii) the Controlling Trustees Board of the Issuer shall have obtained a Rating Agency Confirmation with respect to such merger, sale, conveyance, transfer, lease or disposition, (iv) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing and (v) MSAF the Issuer delivers to the trustee under the Indenture Trustee an Officer's Certificate and an opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture comply with the above criteria and, if applicable, Section 5.02(g) of the Indenture hereof and that all conditions precedent provided for in the Indenture 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 MSAF the Issuer and any of its subsidiaries Issuer Subsidiary and any other MSAF AerCo Group Member if such consolidation, merger, sale, conveyance, transfer, lease or disposition, as the case may be, would not materially adversely affect the NoteholdersNoteholders and notification is given to the Rating Agencies, (b) complying with the terms of Section 5.02(g) of the Indenture hereof or (c) effected as part of a single transaction providing for the redemption or defeasance of MSAF all AerCo Group Notes in accordance with Section 3.10 or Article XI, respectively, of the Indenturehereof.

Limitation on Consolidation, Merger and Transfer of Assets. MSAF The Issuer shall not, and MSAF shall not permit any of its subsidiaries 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 MSAF the Issuer or any of its subsidiariesIssuer Subsidiary, unless (i) the resulting entity is a special purpose entitycorporation, the organizational document charter of which is substantially similar to this the Trust Agreement or the equivalent organizational charter document of such MSAF subsidiaryIssuer Subsidiary, as the case may be, and, after such consolidation, merger, sale, conveyance, transfer, lease or other disposition, 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 event not occuredoccurred, (ii) in the case of any consolidation, merger or transfer by MSAFthe Issuer, the surviving successor or transferee entity shall expressly assume all of the obligations of MSAF the Issuer under the this Indenture, the Notes and each other Related Document to which MSAF the Issuer is then a party, (iii) the Controlling Trustees shall have obtained a Rating Agency Confirmation with respect to such merger, sale, conveyance, transfer, lease or disposition, (iv) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing and (v) MSAF the Issuer delivers to the trustee under the Indenture Trustee an Officer's Certificate and an opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture comply with the above criteria and, if applicable, Section 5.02(g) of the Indenture hereof and that all conditions precedent provided for in the Indenture 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 MSAF the Issuer and any of its subsidiaries 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 NoteholdersNoteholders and written notification is given to such Rating Agency, (b) complying with the terms of Section 5.02(g) of the Indenture 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, of the Indenturehereof.