Common use of Limitations on Fundamental Changes Clause in Contracts

Limitations on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets except: (a) any Subsidiary of the Borrower, may be merged or consolidated with or into the Borrower (provided, that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly-owned Subsidiaries of the Borrower (provided, that the wholly-owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation); and (b) any wholly-owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly-owned Subsidiary of the Borrower; provided, that immediately after each such transaction and after giving effect thereto, the Borrower is in compliance with this Agreement and no Default or Event of Default shall be in existence or result from such transaction.

Limitations on Fundamental Changes. Enter into any merger, ---------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets except: (a) any Subsidiary of the Borrower, may be merged or consolidated with or into the Borrower (provided, that the Borrower shall be the -------- continuing or surviving corporation) or with or into any one or more wholly-wholly- owned Subsidiaries of the Borrower (provided, that the wholly-owned Subsidiary -------- or Subsidiaries shall be the continuing or surviving corporation); and; (b) any wholly-owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly-owned Subsidiary of the Borrower; and (c) the transactions described in the Registration Statement on Form 10, filed by the Borrower and bearing SEC File No. 001-16791; provided, that immediately after each such transaction and after giving effect -------- thereto, the Borrower is in compliance with this Agreement and no Default or Event of Default shall be in existence or result from such transaction.

Limitations on Fundamental Changes. Enter into any merger, ---------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets except: (a) any Subsidiary of the Borrower, may be merged or consolidated with or into the Borrower (provided, that the Borrower shall be the continuing -------- or surviving corporation) or with or into any one or more wholly-owned Subsidiaries of the Borrower (provided, that the wholly-owned Subsidiary or -------- Subsidiaries shall be the continuing or surviving corporation); and (b) any wholly-owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly-owned Subsidiary of the Borrower; provided, that immediately after each such transaction and after giving effect -------- thereto, the Borrower is in compliance with this Agreement and no Default or Event of Default shall be in existence or result from such transaction.

Limitations on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets assets, enter into a new line of business or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower, Borrower may be merged or consolidated with or into the Borrower (provided, provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly-wholly owned Subsidiaries of the Borrower (provided, provided that the wholly-owned Subsidiary or Subsidiaries shall be the continuing or surviving corporationcorporation and shall be a member of the Borrower's consolidated group for financial reporting and tax purposes); and; (b) any wholly-wholly owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly-owned Subsidiary of the Borrower; provided, that immediately after each such transaction and after giving effect thereto, and (c) the Borrower is in compliance with this Agreement and no Default or Event of Default shall be in existence or result from such transactionits Subsidiaries may enter into and perform the transactions contemplated by the Receivables Securitization Transaction.

Limitations on Fundamental Changes. Enter into any merger, ---------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets except: (a) any Subsidiary of the Borrower, may be merged or consolidated with or into the Borrower (provided, that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly-owned Subsidiaries of the Borrower (provided, that the wholly-owned -------- Subsidiary or Subsidiaries shall be the continuing or surviving corporation); and; (b) any wholly-owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly-owned Subsidiary of the Borrower; and (c) the transactions described in the Registration Statement on Form 10, filed by the Borrower and bearing SEC File No. 001-16791; provided, that immediately after each such transaction and after giving effect -------- thereto, the Borrower is in compliance with this Agreement and no Default or Event of Default shall be in existence or result from such transaction.

Limitations on Fundamental Changes. Enter into any merger, ---------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets except: (a) any Subsidiary of the Borrower, may be merged or consolidated with or into the Borrower (provided, that the Borrower shall be -------- the continuing or surviving corporation) or with or into any one or more wholly-owned Subsidiaries of the Borrower (provided, that the wholly-owned -------- Subsidiary or Subsidiaries shall be the continuing or surviving corporation); and; (b) any wholly-owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly-owned Subsidiary of the Borrower; and (c) the transactions described in the Registration Statement on Form 10, filed by the Borrower and bearing SEC File No. 001-16791; provided, that immediately after each such transaction and after giving effect -------- thereto, the Borrower is in compliance with this Agreement and no Default or Event of Default shall be in existence or result from such transaction.