Material Asset Transactions Clause Samples

Material Asset Transactions. Notwithstanding anything herein to the contrary, no transfers, Dispositions, “drop-down” transactions, exclusive licensing, asset swaps, asset exchange (including for cash and/or other assets), investments (including Investments) or any similar transactions (including, without limitation, by use of any equity (including preferred equity and similar instruments) contribution, securitization, Investment, Indebtedness, Restricted Debt Payment, Restricted Payment, Transaction with Affiliates, sale and leaseback transaction, Subsidiary Distribution, Restricted Subsidiaries and/or Unrestricted Subsidiaries provisions or permissions and/or any reclassification permissions under this Agreement) shall be permitted with respect to any Material Asset (each, a “Material Asset Transaction”) unless (i) the relevant recipient, transferee, investee, exclusive licensee or acquirer (or any similar capacity) of such Material Asset subject to that Material Asset Transaction is (or becomes, no later than the date of completion of such Material Asset Transaction) a Note Party, (ii) such Material Asset Transaction is subject to arm’s length terms and for fair market value, (iii) no Default or Event of Default has occurred and is continuing as of the date of completion of such Material Asset Transaction (or would result therefrom), (iv) the Administrative Agent is notified in writing of the contemplated Material Asset Transaction at least ten (10) Business Days prior to its completion (or, if earlier, at least ten (10) Business Days prior to the date of entry by the relevant Person into any binding documentation in respect of such Material Asset Transaction), and such notification includes reasonable details as to such Material Asset and Material Asset Transaction, and (v) where such Material Asset was subject to a Lien created under a Collateral Document, a similar Lien is granted by that Note Party prior to (or concurrently with) the completion of such transaction in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties under a Collateral Document, and no release of the existing Lien shall be permitted until (unless concurrently) such new Lien is granted in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties to secure the Secured Obligations.