Common use of Merger, Consolidation, Etc Clause in Contracts

Merger, Consolidation, Etc. The Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety (the "SURVIVOR") shall be a Person organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and, if the Servicer is not the surviving entity, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements in a writing satisfactory to the Trustee.

Merger, Consolidation, Etc. The Servicer shall Borrower will not consolidate with or merge with any other Person or enter into any other corporation limited liability plan of division or convey transaction involving a division or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any Person, Person unless: (ia) such transaction is between the Person Borrower and a Permitted Affiliate and, in the case of any such transaction (other than in respect of any limited liability plan of division or a transaction involving a division) involving the Borrower and a Permitted Affiliate, the successor formed by such consolidation or into which the Servicer is merged survivor of such merger or the Person which Permitted Affiliate that acquires by conveyance conveyance, transfer or transfer lease all or substantially all of the properties and assets of the Servicer substantially Borrower as an entirety (entirety, as the "SURVIVOR") case may be, shall be a Person solvent corporation or limited liability company organized and existing under the laws of the United States of America or any State state thereof or (including the District of Columbia), and, if the Servicer Borrower is not the surviving entitysuch corporation or limited liability company, (i) such Person corporation or limited liability company shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties have executed and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer Revolver Administrative Agent its assumption of the due and an Opinion punctual performance and observance of Counsel addressed to the Trust each covenant and condition of this Agreement and each other Revolving Credit Document, and the TrusteeCollateral Agent shall have, each stating for its own benefit and the equal and ratable benefit of the Secured Parties a legal, valid and enforceable first priority Lien on all of the Collateral (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counselsubject, in the case of clause priority, to (x) Permitted Liens on Collateral other than Pledged Collateral (as such term is defined in the Pledge Agreement) represented by certificates, which are prior as a matter of law and (y) with respect to Pledged Collateral represented by certificates, Permitted Liens described in Section 11.5(c) which are prior as a matter of law) and (ii) abovesuch corporation or limited liability company shall have caused to be delivered to the Revolver Administrative Agent an opinion of nationally recognized independent counsel, mayor other independent counsel reasonably satisfactory to the Required Lenders and the Letter of Credit Issuers, to the extent effect that all agreements or instruments effecting such opinion concerns questions of fact, rely on such officer's certificate assumption are enforceable in accordance with respect to such questions of facttheir terms and comply with the terms hereof; and (iiib) the Support Provider has guaranteed the obligations immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of substantially all of the Survivor as Servicer assets of the Borrower shall have the effect of releasing the Borrower or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 11.2, from its liability under the Pooling and Servicing Agreements in a writing satisfactory to the Trusteethis Agreement or any other Revolving Credit Document.

Merger, Consolidation, Etc. The Servicer shall Company will not consolidate with or merge with or into any other corporation or convey Person, or transfer (by lease, assignment, sale, or otherwise) all or substantially all of its properties and assets substantially as an entirety to any Person, another Person unless: (ia) either (1) the Company shall be the continuing or surviving Person in such a consolidation or merger or (2) the Person (if other than the Company) formed by such consolidation or into which the Servicer Company is merged or the Person to which acquires by conveyance all or transfer substantially all of the properties and assets of the Servicer substantially as an entirety Company are transferred (the Company or such other Person being referred to as the "SURVIVORSurviving Person") shall be a Person corporation organized and validly existing under the laws of the United States of America or States, any State thereof state thereof, or the District of Columbia, and, if the Servicer is not the surviving entity, such Person and shall expressly assume, without by a supplemental indenture, all the execution obligations of the Company under the Securities and this Indenture; (b) immediately after the transaction and the incurrence or filing anticipated incurrence of any paper or any further act on the part Indebtedness to be incurred in connection therewith, no Event of any of the parties hereto Default will exist; (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety c) immediately after giving effect to such other Persontransaction and the assumption contemplated by clause (a) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the performance Surviving Person could incur at least $1.00 of every covenant and obligation additional Indebtedness pursuant to clause (1) of the Servicer hereunder;Section 3.10 hereof; and (iid) the Servicer an Officer's Certificate has been delivered to the Trustee am officer's certificate executed by a Responsible Officer to the effect that the conditions set forth in the preceding clauses (a), (b) and, to the extent then applicable, (c) have been satisfied and an Opinion of Counsel addressed (from a counsel who shall not be an employee of the Company) has been delivered to the Trust and Trustee to the Trustee, each stating (i) effect that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all the conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, set forth in the case of preceding clause (iia) above, mayand, to the extent that such opinion concerns questions then applicable, clause (c), have been satisfied. Upon any consolidation, merger or transfer in accordance with the foregoing, the Surviving Person will succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter the predecessor corporation will be relieved of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the all obligations of the Survivor as Servicer and covenants under the Pooling Securities and Servicing Agreements in a writing satisfactory to the Trusteethis Indenture.

Merger, Consolidation, Etc. The Servicer shall Company will not, and will not consolidate with or merge into permit any other corporation or convey or transfer its properties and assets substantially as an entirety to any PersonSubsidiary to, unless:consolidate, (ia) the Person successor formed by such consolidation or into which amalgamation or the Servicer is merged survivor of such merger or the Person which that acquires by conveyance conveyance, transfer or transfer lease all or substantially all of the properties and assets of the Servicer substantially Company or such Guarantor as an entirety entirety, as the case may be (the "SURVIVOR") “Successor Corporation”), shall be a Person solvent corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and, an Acceptable State; (b) if the Servicer Company or such Guarantor is not the surviving entitySuccessor Corporation, such Person as the case may be, then the Successor Corporation shall assume, without the execution or filing have executed and delivered to each holder of any paper or any further act on the part of any Notes its assumption of the parties hereto (except as may be required in the context due and punctual performance and observance of an acquisition by conveyance or transfer each covenant and condition of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust Company contained in this Agreement and the TrusteeNotes, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counselor, in the case of clause a Guarantor, contained in the applicable Subsidiary Guarantee (iiin each case pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Company or such Guarantor, as the case may be, shall have caused to be delivered to each holder of Notes: (i) abovean opinion of internationally recognized independent counsel, mayor other independent counsel reasonably satisfactory to the Required Holders, to the extent effect that all agreements or instruments effecting such opinion concerns questions of fact, rely on such officer's certificate assumption are enforceable in accordance with respect to such questions of facttheir terms and comply with the terms hereof; and (iiiii) an opinion of independent counsel in the jurisdiction of organization of such Successor Corporation reasonably satisfactory in form and substance to the Required Holders to the effect that (1) the Support Provider has guaranteed Successor Corporation is duly and validly organized and existing under the laws of such jurisdiction of organization, (2) the Successor Corporation shall have duly authorized, executed and delivered such agreements effecting such assumption, and such agreements are, subject to the legality and enforceability thereof under New York law, legally binding and enforceable in accordance with their terms under the laws of such jurisdiction, (3) such assumption does not conflict with the laws of such jurisdiction, and (4) the obligations of such Successor Corporation rank at least pari passu with all of such Successor Corporation’s other obligations in respect of its senior, unsecured and unsubordinated Financial Indebtedness (except for such obligations as shall be mandatorily preferred by law and not by reason of contract); (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (d) in the Survivor as Servicer under case of any such transaction involving the Pooling and Servicing Agreements in a writing satisfactory Company, the Company shall have complied with the provisions of Section 8.8 to the Trusteeextent such Section is applicable in connection with such transaction. Notwithstanding the foregoing, no such conveyance, transfer or lease of all or substantially all of the properties of the Company or any Guarantor shall have the effect of releasing the Company, any Guarantor or any Successor Corporation that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes or its respective Subsidiary Guarantee, as the case may be.

Merger, Consolidation, Etc. of Co-Lessee. The Servicer Co-Lessee covenants that it shall not consolidate with or merge into any other corporation or Person, nor sell, transfer, convey or transfer its lease all or substantially all it properties and or assets substantially as an entirety to any Person, unless: (i) the Person successor entity formed by such consolidation or into which it is merged or the successor entity that acquires by conveyance, transfer or lease all or substantially all its assets as an entirety shall be organized under the laws of the U.S., a state thereof or the District of Columbia, shall be authorized under all Applicable Laws to operate the Equipment and perform the obligations of the Co- Lessee under the Operative Documents to which it is a party to the same extent as the Co-Lessee, shall have a tangible net worth (as determined in accordance with GAAP) of not less than ninety-seven percent (97%) of the tangible net worth of Co-Lessee immediately prior to giving effect to such transaction, shall execute and deliver to the Owner Trustee, the Indenture Trustee and each Participant an agreement in form and substance satisfactory to the Owner Trustee, the Indenture Trustee and each Participant, containing an assumption by such successor entity of the due and punctual performance of each covenant and condition of the Operative Documents to be performed or observed by the Co-Lessee; (ii) immediately after giving affect to such transaction, no Incipient Termination Event, Termination Event or Lease Event of Default shall have occurred and be continuing; and (iii) the Co-Lessee or such successor entity, as the case may be, shall have delivered to the Owner Trustee, the Indenture Trustee and each Participant an Officer's Certificate and an opinion of counsel satisfactory to the Owner Trustee, the Indenture Trustee and each Participant, stating that such consolidation, merger, sale, conveyance, transfer or lease, and the assumption agreement required by clause (i) above, comply with this Section 5.5, that all conditions precedent relating to such action have been satisfied, that such assumption agreement has been duly authorized, executed and delivered by such successor entity and constitutes the legal, valid and binding obligation of such successor entity, enforceable against such successor entity in accordance with its terms and that the rights of the Participants under the Operative Documents will not be adversely affected thereby. Upon any such consolidation or merger, or any sale, conveyance, transfer or lease of substantially all the assets of the Co Lessee in accordance with this Section 5.5(g), the successor entity formed by such consolidation or into which the Servicer is Co-Lessee shall be merged or to which such sale, conveyance, transfer or lease shall be made shall succeed to, and be substituted for, and may exercise every right and power and shall be subject to each and every obligation of, the Person Co-Lessee under the Operative Documents to which acquires by conveyance it is a party with the same effect as if such successor corporation had been named as the Co-Lessee therein. No such sale, conveyance, transfer or transfer lease of all or substantially all the properties and assets of the Servicer substantially Co-Lessee shall have the effect of releasing the Lessee or, as an entirety (the "SURVIVOR"case may be, the Co-Lessee or any successor entity that shall theretofore have become such in the manner prescribed in this Section 5.5(g) shall be a Person organized and existing from its liability under the laws of the United States of America or any State thereof or the District of Columbia, and, if the Servicer Operative Documents to which it is not the surviving entity, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements in a writing satisfactory to the Trusteeparty.

Merger, Consolidation, Etc. The Servicer shall Company will not and will not permit any Restricted Subsidiary to consolidate with or merge into or amalgamate with any other corporation Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) a Restricted Subsidiary may consolidate with or merge or amalgamate with, or convey or transfer all or substantially all of its properties and assets substantially as an entirety to any Person, unless:the Company (provided that the Company shall be the continuing or surviving entity) or a then existing Wholly-Owned Restricted Subsidiary; (ib) the Person formed by such consolidation Company may consolidate with or into which the Servicer is merged merge or the Person which acquires by conveyance amalgamate with, or convey or transfer the properties and all or substantially all of its assets of the Servicer substantially as an entirety (the "SURVIVOR") shall be to a Person corporation or other entity organized and existing under the laws of the United States of America or any State thereof or the District of Columbiathereof, and, provided that (i) if the Servicer Company is not the continuing, surviving or acquiring entity, such Person the surviving corporation or other entity shall assume, without have (A) executed and delivered to each holder of a Note its assumption in form and substance satisfactory to the execution or filing of any paper or any further act on the part of any Required Holders of the parties hereto (except as may be required in the context due and punctual performance and observance of an acquisition by conveyance or transfer all obligations of the properties Company and assets of the Servicer substantially as an entirety to such other Person)under this Agreement, the performance Other Agreements, the Notes and the Security Documents to which the Company is a party and (B) caused to be delivered to each holder of every covenant a Note an opinion of counsel reasonably satisfactory to the Required Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and obligation of comply with the Servicer hereunder;terms hereof, and (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer immediately before and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating after giving effect to such transaction transaction, no Default or Event of Default shall have been complied with; provided occurred and be continuing. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or other entity that shall theretofore have become such Opinion of Counsel, in the case of clause (ii) above, may, to manner prescribed in this Section 10.6 from its respective liabilities under this Agreement or the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements in a writing satisfactory to the TrusteeNotes.

Merger, Consolidation, Etc. The Servicer Shipowner shall not consolidate with or merge enter into any other corporation succession, merger or convey consolidation or transfer convey, sell, demise charter, or otherwise transfer, or dispose of any portion of its properties or assets (any and assets substantially all of which acts are encompassed within the words "sale" or "sold" as an entirety used herein), provided that if the Administrator gives prior written consent to such transaction, then any Personsuccessor shall (1) (by instrument amending or supplementing this Agreement, unless: (i) and the Person formed by such consolidation or into which Mortgage, as may be necessary), expressly assume the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets payment of the Servicer substantially principal of (and premium, if any) and interest on the Outstanding Note in accordance with the terms of the Note Purchase Agreement, (2) execute and deliver to the Administrator, an endorsement to the Administrator's Note in form and substance satisfactory to the Administrator, and (3) expressly assume the payment of the principal of and interest on the Administrator's Note, and shall expressly assume the payment and performance of the agreements of the Shipowner in the Note Purchase Agreement, this Agreement, the Mortgage and any related document. Upon the assumption of the documents listed above, the Administrator shall consent to the surrender of each Vessel’s documents pursuant to 46 U.S.C. § 12136(b)(2), as an entirety (the "SURVIVOR") amended; provided that, concurrently with such surrender, such Vessel shall be a Person organized and existing re-documented under the laws of the United States States. Notwithstanding the foregoing Subsections of America this Section, the Shipowner shall not be deemed to have sold such properties or assets and the consent of the Administrator shall not be required if: (1) the Net Book Value of the aggregate of all the assets sold by the Shipowner during the prior twelve (12) month period does not exceed ten percent (10%) of the total Net Book Value of all of the Shipowner's assets (the assets which are the basis for the calculation of the ten percent (10%) of the Net Book Value are those indicated on the most recent annual Audited Financial Statement required to be submitted pursuant to Article 13 hereof prior to the date of the sale); (2) the Shipowner retains the proceeds of the sale of assets for use in accordance with the Shipowner's regular business activities; and (3) the sale is not otherwise prohibited by Subsection 12.01(c) above. Notwithstanding any State thereof or other provision of this Subsection, the District of Columbia, and, Shipowner may not consummate such sale without the Administrator’s prior consent if the Servicer is not the surviving entityShipowner has not, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered prior to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion time of Counsel addressed such sale, submitted to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating Administrator its most recent annual Audited Financial Statement referred to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, and any attempt to the extent that consummate a sale absent such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling approval shall be null and Servicing Agreements in a writing satisfactory to the Trusteevoid ab initio.

Merger, Consolidation, Etc. The Servicer shall Company will not and will not permit any Subsidiary to consolidate with or merge into with any other corporation or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) a Subsidiary may consolidate with or merge with, convey or transfer all or substantially all of its assets to the Company (provided that the Company shall be the continuing or surviving corporation) or a then existing Wholly-Owned Subsidiary, or any Person in an Asset Sale involving all of the outstanding stock or all or substantially all of the assets of such Subsidiary, in either case subject to the limitations of Section 10.3 and to the further requirement that such Subsidiary does not at the time of such Asset Sale own, directly or indirectly, any shares of capital stock or any Indebtedness of any other Subsidiary not simultaneously being sold as part of such Asset Sale; and (b) the Company may consolidate with or merge with any other corporation or convey or transfer all or substantially all of its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety (the "SURVIVOR") shall be a Person solvent corporation organized and existing under the laws of the United States of America or any State thereof state thereof, provided that (c) if the Company is not the continuing, surviving or acquiring corporation (the District "surviving corporation"), the surviving corporation shall have (A) executed and delivered to each Holder of Columbiaa Note its assumption (pursuant to documentation in form and substance reasonably satisfactory to the Required Holders) of the due and punctual performance and observance of all obligations of the Company under this Agreement, the Other Agreements and the Notes and (B) caused to be delivered to each Holder of a Note an opinion of counsel reasonably satisfactory to the Required Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and, if applicable, the Servicer is not the surviving entityCompany shall have given any notice required in connection with such transaction under Section 8.1. No such conveyance, such Person shall assume, without the execution transfer or filing lease of any paper or any further act on the part of any substantially all of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to Company shall have the effect of releasing the Company or any successor corporation that shall theretofore have become such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to manner prescribed in this Section 10.4 from its liability under this Agreement or the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements in a writing satisfactory to the TrusteeNotes.

Merger, Consolidation, Etc. The Servicer Owner shall not consolidate with or merge into any Person (which term, for the purposes of this Section 1.16, means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof) or lease (other corporation or than in the ordinary course of business), convey or transfer substantially all of its properties and assets substantially as an entirety to any Person, unless: (ia) the Person corporation or other entity formed by such consolidation or into which the Servicer Owner is merged or the Person which acquires by conveyance conveyance, transfer or transfer lease substantially all of the properties and assets of the Servicer substantially Owner as an entirety (the "SURVIVOR") shall be a Person organized duly organized, legally existing and existing in good standing under the laws of the United States of America or any State thereof state or the District of ColumbiaColumbia and shall be a citizen of the United States as defined in Section 2 of the Shipping Act, and1916, if as amended, for the Servicer is not purpose of operating the surviving entity, Vessels in the coastwise trade; (b) such Person shall assume, without execute and deliver to the execution Mortgagee an assumption agreement in form and substance satisfactory to the Mortgagee containing an assumption by such successor corporation or filing of any paper or any further act on the part of any Person of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties due and assets of the Servicer substantially as an entirety to such other Person), the punctual performance of every each obligation, covenant and obligation condition of the Servicer hereunderthis Mortgage; (iic) immediately after giving effect to such transaction and as a consequence thereof, no Event of Default under this Mortgage, and no event which, after notice or lapse of time, or both, would become an Event of Default under this Mortgage, shall have occurred and be continuing; and (d) the Servicer has Owner shall have delivered to the Trustee am officer's certificate executed Mortgagee a Certificate signed by its President or a Responsible Officer Vice President and by its Secretary or an Assistant Secretary, and an Opinion opinion of Counsel addressed counsel satisfactory to the Trust and the Trustee, each Mortgagee stating (i) that such consolidation, merger, conveyance conveyance, transfer or transfer complies lease and the assumption agreement required by subparagraph (b) above comply with this SECTION 5.1 Section 1.16 and (ii) that all conditions precedent herein therein provided for relating to such transaction action have been complied with; provided that . No such Opinion conveyance, transfer or lease of Counsel, substantially all of the assets of the Owner as an entirety shall have the effect of releasing the Owner or any successor corporation which shall theretofore have become such in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements manner prescribed in a writing satisfactory to the Trusteethis Section 1.16 from its liability hereunder.

Merger, Consolidation, Etc. The Servicer shall Company will not consolidate with or merge into with any other corporation or convey convey, transfer or transfer lease all or substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any Person, Person unless: (ia) the Person successor formed by such consolidation or into which the Servicer is merged survivor of such merger or the Person which that acquires by conveyance conveyance, transfer or transfer lease all or substantially all of the properties and assets of the Servicer substantially Company as an entirety entirety, as the case may be (the "SURVIVORSUCCESSOR CORPORATION") ), shall be a Person solvent corporation organized and existing under the laws of the United States of America or America, any State thereof or the District of Columbia, and, ; (b) if the Servicer Company is not the surviving entitySuccessor Corporation, such Person corporation shall assume, without the execution or filing have executed and delivered to each holder of any paper or any further act on the part of any Notes its assumption of the parties hereto due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (except pursuant to such agreements and instruments as may shall be required in the context of an acquisition by conveyance or transfer reasonably satisfactory to Holders holding at least 51% of the properties and assets unpaid principal amount of the Servicer substantially as Notes), and the Company shall have caused to be delivered to each Holder an entirety opinion of Sxxxx & Wxxxxx, L.L.P or other nationally recognized independent counsel reasonably satisfactory to Holders holding at least 51% of the unpaid principal amount of the Notes, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and (c) immediately after giving effect to such other Person)transaction: (i) no Default or Event of Default would exist, the performance of every covenant and obligation of the Servicer hereunder;Meritage Corporation Note Agreement (ii) the Servicer has delivered Successor Corporation would be permitted by the provisions of ss.5.6 hereof to the Trustee am officer's certificate executed by incur at least $1.00 of additional Debt owing to a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations Person other than a Subsidiary of the Survivor as Servicer Successor Corporation. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any Successor Corporation from its liability under this Agreement or the Pooling and Servicing Agreements in a writing satisfactory to the TrusteeNotes.

Merger, Consolidation, Etc. The Servicer shall Company will not, and will not permit any of its Subsidiaries to, consolidate with or merge into with any other corporation or convey convey, transfer or transfer lease substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any PersonPerson except that a Subsidiary of the Company may (x) consolidate with or merge with, unlessor convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, the Company or a Wholly-Owned Subsidiary and (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 7.20, provided that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long as: (ia) the Person successor formed by such consolidation or into which the Servicer is merged survivor of such merger or the Person which that acquires by conveyance conveyance, transfer or transfer lease substantially all of the properties and assets of the Servicer substantially Company as an entirety entirety, as the case may be (the "SURVIVORSuccessor Corporation") ), shall be a Person solvent corporation organized and existing under the laws of the United States of America or America, any State thereof or the District of Columbia, and, ; (b) if the Servicer Company is not the surviving entitySuccessor Corporation, such Person corporation shall assume, without have executed and delivered to the execution or filing of any paper or any further act on the part of any Administrative Agent its assumption of the parties hereto due and punctual performance and observance of each covenant and condition of this Agreement, the Notes and the other Loan Documents to which the Company is a party (except pursuant to such agreements and instruments as may shall be required reasonably satisfactory to the Administrative Agent and Co-Agent), and the Company shall have caused to be delivered to the Administrative Agent and Co-Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Administrative Agent and Co-Agent, to the effect that all agreements or instruments effecting such transfer of assets and assumption are enforceable in accordance with their terms (subject to customary assumptions, qualifications and exceptions reasonably satisfactory to the Administrative Agent and Co-Agent) and comply with the terms hereof; and in the context case of an acquisition by conveyance or transfer a merger, containing such other customary opinions relating to the effectiveness of the properties and assets of the Servicer substantially as an entirety merger; and (c) immediately after giving effect to such other Person)transaction: (i) no Default or Event of Default would exist, the performance of every covenant and obligation of the Servicer hereunder;and (ii) the Servicer has delivered Successor Corporation would be permitted by the provisions of Section 7.15 hereof to the Trustee am officer's certificate executed by incur at least $1.00 of additional Debt owing to a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations Person other than a Subsidiary of the Survivor as Servicer Successor Corporation. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any Successor Corporation from its liability under this Agreement or the Pooling and Servicing Agreements in a writing satisfactory to the TrusteeNotes.

Merger, Consolidation, Etc. The Servicer shall not No Obligor will, nor will it permit any of its Subsidiaries to, consolidate with or merge into with any other corporation or convey convey, transfer or transfer lease substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any Person, Person unless: (i) (a) such merger, consolidation, conveyance, transfer or lease is with or to another Credit Party, provided that no Obligor may sell, convey, lease or otherwise transfer substantially all of its assets to any Person or fail to survive any such merger or consolidation related to it except as permitted by clause (b) of this paragraph 6B(i); or (b) the Person successor formed by such consolidation or into which the Servicer is merged survivor of such merger or the Person which that acquires by conveyance conveyance, transfer or transfer lease substantially all of the properties and assets of any Obligor or any Subsidiary of any Obligor, as the Servicer substantially as an entirety case may be (the "SURVIVOR") “Successor Corporation”), shall be a Person solvent corporation organized and existing under the laws of the United States of America or any State thereof or (including the District of Columbia), and, and if the Servicer such transaction involves any Credit Party and such Credit Party is not the surviving entity, Successor Corporation (x) such Person Successor Corporation shall assume, without the execution or filing have executed and delivered to each holder of any paper or any further act on the part of any Shelf Notes its assumption of the parties hereto (except as may be required in the context due and punctual performance and observance of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every each covenant and obligation condition of each Transaction Document to which such Credit Party is a party, and (y) shall have caused to be delivered to each holder of Shelf Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Servicer hereunderRequired Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating immediately prior to such transaction and after giving effect thereto, no Default or Event of Default shall have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of factoccurred and be continuing; and (iii) immediately prior to such transaction and after giving effect thereto, each Co-Issuer (or any Successor Corporation pursuant to paragraph 6B(i)(b)) would be permitted by the Support Provider has guaranteed the obligations provisions of paragraph 6D(vii) hereof to incur at least $1.00 of additional Indebtedness. No such conveyance, transfer or lease of substantially all of the Survivor as Servicer assets of any Obligor or any Subsidiary thereof shall have the effect of releasing such Obligor or such Subsidiary or any Successor Corporation that shall theretofore have become such in the manner prescribed in this paragraph 6B from its liability under this Agreement, the Pooling and Servicing Agreements in Shelf Notes or the other Transaction Documents to which it is a writing satisfactory to the Trusteeparty.

Merger, Consolidation, Etc. The Servicer shall Owner will not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Servicer Owner is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer Owner substantially as an entirety (the "SURVIVOR") shall be a Person organized special purpose bankruptcy-remote entity (and existing under the laws its certificate of incorporation shall have provisions similar to those of the United States of America or any State thereof or the District of Columbia, Owner) and, if the Servicer Owner is not the surviving entity, such Person shall expressly assume, without by an agreement executed and delivered to the execution or filing of any paper or any further act on Agent and in form and substance satisfactory to the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person)Agent, the performance of every covenant and obligation of the Servicer Owner hereunder; (ii) the Servicer has Owner shall have delivered to the Trustee am Agent (A) an officer's certificate executed by of a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) Owner certifying that such consolidation, merger, conveyance or transfer complies and such agreement comply with this SECTION 5.1 paragraph (m) and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided with and (B) an opinion of counsel, from counsel reasonably acceptable to the Agent and addressed to the Agent, that such Opinion of Counselagreement is legal, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate valid and binding with respect to the Owner and the surviving entity and that the surviving entity would not be substantively consolidated, in connection with any bankruptcy proceeding, with any shareholder or other equity owner of such questions of fact; andsurviving entity; (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements in a writing satisfactory Owner shall have given at least 10 Business Days' prior notice to the TrusteeAgent of such consolidation, merger, conveyance or transfer; and (iv) the Agent shall have consented to such consolidation, merger, conveyance or transfer in writing (such consent not to be unreasonably withheld).

Merger, Consolidation, Etc. The Servicer Borrowers shall not, and shall not permit any other Loan Party or any of their respective Subsidiaries to, consolidate with or merge into or amalgamate with any other corporation corporation, liquidate, dissolve or convey convey, transfer or transfer lease substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any Person, unlessPerson other than: (i) mergers, amalgamations, consolidations, conveyances, transfers, or leases with or to another Loan Party, so long as: (a) no Default then exists or would result therefrom; (b) neither the Company nor any Borrower may sell or otherwise transfer substantially all of its assets to any Person or fail to survive any such merger or consolidation related to it, in any case pursuant to this clause (i), except, (I) in the case of Xxxxxxx selling or otherwise transferring substantially all of its assets to, or merging or amalgamating with or consolidating into, the Company, Xxxxxxx may fail to survive such sale, transfer, merger, amalgamation or consolidation as long as the Company agrees in writing to be bound as a Borrower under this Agreement and the other Loan Documents, as applicable and such sale, transfer, merger, amalgamation or consolidation shall be subject to amendment of this Agreement and the other Loan Documents in a manner reasonably satisfactory to the Administrative Agent and Required Lenders to the extent necessary to reflect the effects of such transaction, and (II) in the case of a Foreign Borrower, in the event that such Foreign Borrower does not then have any Loans or Letters of Credit outstanding for its account (in which case Xxxxxxx shall provide notice of such transaction to the Administrative Agent and such Foreign Borrower shall cease to be a Foreign Borrower hereunder upon the consummation thereof); and (c) in the case of any such merger, amalgamation, consolidation, conveyance, transfer or lease involving a Loan Party, the counterparty shall be a Loan Party; (ii) mergers, amalgamations and consolidations permitted under Section 6.09 not involving the Company or a Borrower so long as: (a) in the case of any such merger, amalgamation or consolidation involving a Loan Party, (I) the successor formed by such consolidation or into which the Servicer is merged survivor of such merger or amalgamation or the Person which that acquires by conveyance conveyance, transfer or transfer lease substantially all of the properties and assets of the Servicer substantially as an entirety (the "SURVIVOR") such Loan Party shall be a Person solvent entity organized and existing under the laws of the United States of America or any State thereof or (including the District of Columbia) or the laws of Canada or any province or territory thereof, and(II) prior to or concurrently with the consummation of such 66 merger, if the Servicer is not the surviving entityamalgamation or consolidation, such Person successor entity shall assume, without have executed and delivered to the execution or filing of any paper or any further act on Administrative Agent the part of any of the parties hereto documents referred to in clauses (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Personi), (ii) and (iii) of Section 5.10, and (III) prior to or concurrently with the performance consummation of every covenant and obligation such merger or consolidation, Xxxxxxx shall have caused to be delivered to the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Servicer hereunderAdministrative Agent, with respect to the documents referred to in clause (II) above on such matters as the Administrative Agent may reasonably request; (iib) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating immediately prior to such transaction and after giving effect thereto, no Default or Event of Default shall have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of factoccurred and be continuing; and (c) immediately prior to such transaction and after giving effect thereto, the Borrowers would be permitted by the provisions of Section 6.04(o) hereof to incur at least $1.00 of additional Indebtedness; (iii) mergers, amalgamations, consolidations, dissolutions or liquidations of Inactive Subsidiaries; and (iv) mergers, amalgamations and consolidations of Foreign Subsidiaries into Foreign Borrowers, so long as the Support Provider has guaranteed Foreign Borrower is the obligations survivor of such merger or amalgamation or successor formed by such consolidation. No such conveyance, transfer or lease of substantially all of the Survivor as Servicer assets of any Loan Party or any of its Subsidiaries shall have the effect of releasing such Loan Party or such Subsidiary from its liability under this Agreement, the Pooling and Servicing Agreements in Notes, or the other Loan Documents to which it is a writing satisfactory to the Trusteeparty.

Merger, Consolidation, Etc. (a) The Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety (the "SURVIVOR") shall be a Person organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and, if the Servicer is not the surviving entity, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder;; and (ii) the Servicer has delivered to the Trustee am an officer's certificate executed by a Responsible Officer Vice President or more senior officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION Section 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided PROVIDED that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and. (iiib) The Support Provider covenants and agrees that, until this Agreement is terminated pursuant to Section 7.2, the Support Provider has guaranteed will continue to be the obligations direct or indirect beneficial owner of a majority of the Survivor as Servicer under issued and outstanding capital stock of the Servicer. The Support Provider shall not enter into any transaction or merger whereby it is not the surviving entity, nor shall it sell all or substantially all of its assets to another Person unless it has given prior written notice thereof to the Company and the Trustee and each of the Company and the Trustee (subject to Section 8.14 of the Pooling and Servicing Agreements Agreement) consents in a writing satisfactory to the Trusteewriting.

Merger, Consolidation, Etc. The Servicer Company shall not, and shall not permit any of its Subsidiaries to, consolidate with or merge into with any other corporation Person or convey sell, transfer or transfer otherwise dispose of any of its properties and assets substantially as an entirety to any Person, unless: (ia) in the event that the Company or any of its Subsidiaries shall consolidate with or merge into another Person or sell, transfer or otherwise dispose of its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Servicer Company or any of its Subsidiaries is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety (the "SURVIVOR") Company or any of its Subsidiaries shall be a Person corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America or America, any State thereof or the District of Columbia, and, if ; (b) in the Servicer event that the Company shall consolidate or merge with another Person and the Person surviving such transaction is not the Company, then such surviving entity, such Person shall expressly assume, without by delivery of a written instrument in form reasonably satisfactory to the execution or filing of any paper or any further act on the part of any Required Holders, all of the parties hereto (except as may be required in Company’s rights and obligations under this Agreement and under the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunderNote Documents; (iic) in the Servicer has delivered event that any Subsidiary of the Company shall consolidate or merge with another Person and the Person surviving such transaction is not the Subsidiary, then such surviving Person shall expressly assume, by delivery of a written instrument in form reasonably satisfactory to the Trustee am officer's certificate executed by a Responsible Officer Required Holders, all of the Subsidiary’s rights and an Opinion of Counsel addressed obligations under the Note Documents and under any guarantees granted pursuant to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of factNotes; and (iiid) the Support Provider has guaranteed the obligations immediately after giving effect to such transaction, no Event of the Survivor as Servicer under the Pooling Default shall have occurred and Servicing Agreements in a writing satisfactory be continuing (or could reasonably be expected to the Trusteeresult therefrom).

Merger, Consolidation, Etc. The Servicer shall not No Obligor will, nor will it permit any of its Subsidiaries to, consolidate with or merge into with any other corporation or convey convey, transfer or transfer lease substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any Person, Person unless: (i) (a) such merger, consolidation, conveyance, transfer or lease is with or to another Credit Party, provided that no Obligor may sell, convey, lease or otherwise transfer substantially all of its assets to any Person or fail to survive any such merger or consolidation related to it except as permitted by clause (b) of this paragraph 6B(i); or (b) the Person successor formed by such consolidation or into which the Servicer is merged survivor of such merger or the Person which that acquires by conveyance conveyance, transfer or transfer lease substantially all of the properties and assets of any Obligor or any Subsidiary of any Obligor, as the Servicer substantially as an entirety case may be (the "SURVIVOR") “Successor Corporation”), shall be a Person solvent corporation organized and existing under the laws of the United States of America or any State thereof or (including the District of Columbia), and, and if the Servicer such transaction involves any Credit Party and such Credit Party is not the surviving entity, Successor Corporation (x) such Person Successor Corporation shall assume, without the execution or filing have executed and delivered to each holder of any paper or any further act on the part of any Shelf Notes its assumption of the parties hereto (except as may be required in the context due and punctual performance and observance of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every each covenant and obligation condition of each Transaction Document to which such Credit Party is a party, and (y) shall have caused to be delivered to each holder of Shelf Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Servicer hereunderRequired Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating immediately prior to such transaction and after giving effect thereto, no Default or Event of Default shall have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of factoccurred and be continuing; and (iii) immediately prior to such transaction and after giving effect thereto, the Support Provider has guaranteed Issuer (or any Successor Corporation pursuant to paragraph 6B(i)(b)) would be permitted by the obligations provisions of paragraph 6D(vii) hereof to incur at least $1.00 of additional Indebtedness. No such conveyance, transfer or lease of substantially all of the Survivor as Servicer assets of any Obligor or any Subsidiary thereof shall have the effect of releasing such Obligor or such Subsidiary or any Successor Corporation that shall theretofore have become such in the manner prescribed in this paragraph 6B from its liability under this Agreement, the Pooling and Servicing Agreements in Shelf Notes or the other Transaction Documents to which it is a writing satisfactory to the Trusteeparty.

Merger, Consolidation, Etc. The Servicer Company shall not, and shall not permit any of its Subsidiaries to, consolidate with or merge into with any other corporation Person or convey sell, transfer or transfer otherwise dispose of any of its properties and assets substantially as an entirety to any Person, unless: (ia) in the event that the Company or any of its Subsidiaries shall consolidate with or merge into another Person or sell, transfer or otherwise dispose of its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Servicer Company or any of its Subsidiaries is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety (the "SURVIVOR") Company or any of its Subsidiaries shall be a Person corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States of America or America, any State thereof or the District of Columbia, and, if ; (b) in the Servicer event that the Company shall consolidate or merge with another Person and the Person surviving such transaction is not the Company, then such surviving entity, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidationexpressly assume, mergerby delivery of a written instrument in form reasonably satisfactory to Holder, conveyance or transfer complies with all of the Company’s rights and obligations under this SECTION 5.1 Note and under the other Note Documents, and (ii) expressly xxxxx Xxxxxx a valid and perfected first priority security interest in any and all personal property then held by such surviving Person or subsequently acquired by such surviving Person, by documents in form and substance reasonably satisfactory to Holder; (c) in the event that all conditions precedent herein provided for relating to any Subsidiary of the Company shall consolidate or merge with another Person and the Person surviving such transaction have been complied with; provided that is not the Company, then such Opinion surviving Person shall (i) expressly assume, by delivery of Counsela written instrument in form reasonably satisfactory to Holder, in all of the case of clause Subsidiary’s rights and obligations under the Note Documents and under any guarantees granted pursuant to this Note, and (ii) aboveexpressly xxxxx Xxxxxx a valid and perfected first priority security interest in any and all assets then held by such surviving Person or subsequently acquired by such surviving Person, may, by documents in form and substance reasonably satisfactory to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of factHolder; and (iiid) the Support Provider has guaranteed the obligations immediately after giving effect to such transaction, no Event of the Survivor as Servicer under the Pooling Default shall have occurred and Servicing Agreements in a writing satisfactory be continuing (or could reasonably be expected to the Trusteeresult therefrom).

Merger, Consolidation, Etc. The Servicer shall not Company will not, nor permit either ShipCo to, merge into or consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: or liquidate or dissolve itself (or suffer any liquidation or dissolution), or sell, lease, sub-let, transfer, part with possession or operational control or otherwise dispose of any assets or Property other than (a) the regular replacement of assets in the ordinary course of business; (b) Dispositions in respect of which (i) the Person formed Net Available Amount received by the Company, or either ShipCo, as a result of such consolidation Disposition is applied to make Capital Expenditures or into which the Servicer is merged to purchase replacement assets or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety (the "SURVIVOR") shall be a Person organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and, if the Servicer is not the surviving entity, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered assets or Property the subject of such Disposition are otherwise determined by the Company or the relevant ShipCo (in the Company’s or such ShipCo’s reasonable opinion) to be obsolete or no longer used by or useful to the Trustee am officer's certificate executed by Company or the relevant ShipCo for the operation or maintenance of the Vessels, provided that (A) notice of any proposed Disposition having a Responsible Officer and an Opinion value of Counsel addressed more than $5,000,000 per asset pursuant to this clause (b) shall be given to the Trust holders of the Notes at least ten days prior to the consummation thereof and (B) the TrusteeNet Available Amount received by the Company or the relevant ShipCo from any Disposition shall be deposited in the Proceeds Account in accordance with the Accounts Agreement; (c) sales, each stating transfers or other dispositions of Permitted Investments prior to the maturity thereof; (d) Distributions or other payments in accordance with the Financing Documents; (e) cash payments permitted under or contemplated by the Financing Documents; (f) as permitted under the Transaction Documents other than any Additional Project Documents, other than any contract(s) or agreement(s) entered into in substitution for any Project Document and on substantially the same terms; and (g) through a Permitted Transfer. The Company shall not, nor permit either ShipCo to, purchase or acquire any assets other than the purchase of (i) that such consolidation, merger, conveyance or transfer complies assets in the ordinary course of business reasonably required in connection with this SECTION 5.1 the operation of the Vessels and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements in a writing satisfactory to the TrusteePermitted Investments.

Merger, Consolidation, Etc. The Servicer shall Company will not and will not permit any Subsidiary to consolidate with or merge into with any other corporation or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) a Subsidiary may consolidate with or merge with, convey or transfer all or substantially all of its assets to (i) the Company (provided that the Company shall be the continuing or surviving corporation) or a then existing Wholly-Owned Subsidiary, or (ii) any Person in an Asset Sale involving all of the outstanding stock or all or substantially all of the assets of such Subsidiary, in either case subject to the limitations of Section 10.3 and to the further requirement that such Subsidiary does not at the time of such Asset Sale own, directly or indirectly, any shares of capital stock or any Indebtedness of any other Subsidiary not simultaneously being sold as part of such Asset Sale; and (b) the Company may consolidate with or merge with any other corporation or convey or transfer all or substantially all of its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety (the "SURVIVOR") shall be a Person solvent corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbiastate thereof, and, provided that (i) if the Servicer Company is not the continuing, surviving entity, such Person shall assume, without or acquiring corporation (the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person"surviving corporation"), the performance surviving corporation shall have (A) executed and delivered to each Holder of every covenant a Note its assumption (pursuant to documentation in form and obligation substance reasonably satisfactory to the Required Holders) of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer due and an Opinion punctual performance and observance of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer Company under this Agreement, the Pooling Other Agreements and Servicing Agreements in the Notes and (B) caused to be delivered to each Holder of a writing Note an opinion of counsel reasonably satisfactory to the Trustee.Required Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and

Merger, Consolidation, Etc. The Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unlessA. In the event that AMAL: (i) the Person formed by such is a party to a merger or consolidation or into in which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety (the "SURVIVOR") AMAL shall not be a Person organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and, if the Servicer is not the surviving entitycorporation, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder;or (ii) shall sell all or substantially all of its assets, then the Servicer surviving corporation, or the entity to which such sale has delivered been made, as the case may be, shall, upon the request of AMAL and as a condition of such merger, consolidation or sale, assume the obligations of AMAL with regard to this Guarantee, and shall confirm by an instrument in writing its assumption of the Trustee am officer's certificate executed by a Responsible Officer obligations and an Opinion duties of Counsel addressed to AMAL hereunder. B. In the Trust and the Trustee, each stating event that: (i) that such consolidationAVLIC is a party to a merger or consolidation in which AVLIC shall not be the surviving corporation, merger, conveyance or transfer complies with this SECTION 5.1 and or (ii) that AVLIC shall sell all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion or substantially all of Counselits assets, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; andor (iii) AMAL shall sell or cause to be sold to a third party all of its interest in AVLIC or, if less, a majority interest in AVLIC, then the Support Provider has surviving corporation or the transferee of such assets or of such interest, as the case may be, shall, as a condition of such transaction, agree to assume the full guarantee of AMAL, and AMAL shall remain liable upon its Guarantee; provided, however, that if such surviving corporation or such transferee shall possess a quality rating issued by a National Rating Agency (as defined below) equal to or greater than that of ALIC, and if such person or entity sxxxx guarantee in writing the duties and obligations guaranteed by AMAL hereunder and file a copy of such writing with the department of insurance for each state in which AVLIC then conducts business, then this Guarantee shall terminate and AMAL shall be relieved of all obligations under this Guarantee whether said obligations arose before or after such termination. C. For purposes of this Guarantee, "National Rating Agency" shall mean a rating agency such as A.M. Best, Standard & Poor's, Moody's or such other similar rating agency as may be nationally Section III - Payments of Money or Performance of Duties or Obligations Any payment of money to be made by AMAL hereunder for and on behalf of AVLIC, and any duties or obligations required to be performed by AMAL for or on behalf of AVLIC, shall be paid or done and performed in the Survivor same manner and at the same times and places as Servicer under the Pooling and Servicing Agreements in a writing satisfactory required to be performed by AVLIC, subject to the Trusteedemand and 10-day notice period provided in Section I hereof.

Merger, Consolidation, Etc. The Servicer shall Obligors will not and will not permit any Subsidiary (other than a Non-Recourse Subsidiary) to consolidate with or merge into with any other corporation or convey convey, transfer or transfer lease all or substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any Person, Person unless: (ia) the Person successor formed by such consolidation or into which the Servicer is merged survivor of such merger or the Person which that acquires by conveyance conveyance, transfer or transfer lease substantially all of the properties and assets of Holding, the Servicer substantially Company or a Subsidiary, as an entirety (the "SURVIVOR") case may be, shall be a Person solvent corporation organized and existing under the laws of the United States of America or any State thereof or (including the District of Columbia, and); (b) in the case of any such transaction involving the Company, if the Servicer Company is not the continuing, surviving entity, such Person shall assume, without or acquiring corporation (the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person"SURVIVING CORPORATION"), the performance of every covenant surviving corporation shall have executed and obligation delivered to each holder of the Servicer hereunderNotes its assumption of the due and punctual performance and observance of all obligations of the Company under this Agreement, the Notes, the Collateral Agency Agreement and the Mortgage; (iic) in the Servicer has case of any transaction involving Holding, if the surviving corporation is not Holding, the surviving corporation shall have executed and delivered to each holder of the Trustee am officer's certificate executed by Notes its assumption of the due and punctual performance and observance of all obligations of Holding under this Agreement (including the Parent Guarantee); (d) in the case of any such transaction involving a Responsible Officer and an Opinion of Counsel addressed to Subsidiary, if the Trust and surviving corporation is not the TrusteeCompany or such Subsidiary, each stating the surviving corporation (i) that shall be Controlled by the Company at least to the same extent as such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 Subsidiary and (ii) shall have executed and delivered to each holder of the Notes a Subsidiary Guarantee and otherwise complied with the requirements of Section 9.6; (e) the Company shall have caused to be delivered to each holder of the Notes an opinion of nationally recognized counsel reasonably satisfactory to the Required Holders to the effect that all conditions precedent herein provided for relating agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and (f) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and, if such transaction involves a Change in Control, the Company shall have been complied with; given notice in respect thereof and otherwise be in compliance with its obligations under Section 8.4 with respect to such Change in Control. Notwithstanding the foregoing, a Subsidiary may consolidate with or merge with the Company or another Subsidiary (other than a Non-Recourse Subsidiary) or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to the Company or another Subsidiary (other than a Non-Recourse Subsidiary), provided that such Opinion of Counsel, in the case of clause (ii) aboveany such transaction with another Subsidiary, may, such other Subsidiary is Controlled by the Company at least to the same extent that as such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements in a writing satisfactory to the TrusteeSubsidiary.

Merger, Consolidation, Etc. The Servicer In the event that Parent [i] is a party to a merger or consolidation in which the Parent shall not consolidate with or merge into any other be the surviving corporation or convey [ii] shall sell all or transfer substantially all of its properties and assets substantially as an entirety to any Personassets, unless: (i) the Person formed by such consolidation or into which the Servicer is merged surviving corporation or the Person entity to which acquires by conveyance or transfer such sale has been made as the properties and assets case may be, shall upon the request of the Servicer substantially Parent and as an entirety (the "SURVIVOR") shall be a Person organized and existing under the laws condition of the United States of America or any State thereof or the District of Columbiasuch merger, and, if the Servicer is not the surviving entity, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, mergeror sale, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed assume the obligations of the Survivor Parent with regard to this Guarantee, and shall confirm by an instrument in writing its assumption of the obligations and duties of the Parent hereunder or [iii] in the event that the Subsidiary is a party to a merger or consolidation in which the Subsidiary shall not be the surviving corporation or [iv] shall sell all or substantially all of its assets or [v] Parent shall sell to a third-party a majority interest in Subsidiary the surviving corporation or the entity to which such sale of assets has been made or the entity to which such sale of stock has been made as Servicer the case may be, shall as a condition of such merger, consolidation, sale of assets, or sale of stock, agree to assume the full guarantee of Parent, and Parent shall in addition remain liable upon its Guarantee unless the surviving corporation, purchaser of assets, or purchaser of stock shall possess a quality rating issued by a National Rating Agency equal to or greater than Parent. If such surviving corporation or entity who has purchased such assets or stock possesses a quality rating issued by a National Rating Agency equal to or greater than Parent, it shall agree in writing to assume all of the Parent's obligations under this Guarantee, and shall file a copy of such writing with all Departments of Insurance in states in which Subsidiary conducts business after which time, Parent's Guarantee shall terminate and Parent shall be relieved of all responsibility thereunder. For the Pooling and Servicing Agreements in a writing satisfactory to the Trustee.purposes of this Guarantee "

Merger, Consolidation, Etc. The Servicer If, at any time during the Adjustment Period, there shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: be (i) any reclassification or change of the Person formed by such outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or into merger of the Company with any other entity (other than a merger in which the Servicer Company is merged the surviving or the Person which acquires by conveyance continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the properties and assets of the Servicer substantially Company or (iv) any share exchange or other transaction pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "CORPORATE CHANGE"), then the holder hereof shall thereafter have the right to receive upon exercise of this Warrant, in lieu of the Warrant Shares otherwise issuable, such shares of stock, securities and/or other property as an entirety would have been issued or payable in such Corporate Change with respect to or in exchange for the number of Warrant Shares which would have been issuable upon exercise had such Corporate Change not taken place (without giving effect to the "SURVIVOR"limitations contained in Section 10), and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the holder hereof) shall be a Person organized made with respect to the rights and existing under the laws interests of the United States holder to the end that the economic value of America or any State thereof or this Warrant is in no way diminished by such Corporate Change and that the District of Columbia, and, if the Servicer is not the surviving entity, such Person shall assumeprovisions hereof (including, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsellimitation, in the case of clause (ii) aboveany such consolidation, maymerger or sale in which the successor entity or purchasing entity is not the Company, an immediate adjustment of the Exercise Price and Warrant Shares so that the Exercise Price and Warrant Shares immediately after the Corporate Change reflects the same relative value as compared to the extent value of the surviving entity's common stock that existed between the Exercise Price and the Warrant Shares and the value of the Company's Common Stock immediately prior to such opinion concerns questions Corporate Change) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of factstock or securities thereafter deliverable upon the exercise thereof. The Company shall not effect any Corporate Change unless (A) the holder hereof has received written notice of such transaction at least 30 days prior thereto, rely on such officer's certificate but in no event later than 15 days prior to the record date for the determination of stockholders entitled to vote with respect to such questions of fact; and thereto, and (iiiB) the Support Provider has guaranteed resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the holder hereof) the obligations of the Survivor Company under this Warrant. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise hereof as Servicer under of the Pooling date of such transaction, and Servicing Agreements in a writing satisfactory shall similarly apply to the Trusteesuccessive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Merger, Consolidation, Etc. Disposal of Assets, Change in Business and Accounting Policies (1) The Servicer Company shall not, and the Company shall not permit any of its Subsidiaries to, consolidate with or merge into with any other corporation Person and the Company shall not, and the Company shall not permit any of its Subsidiaries to, convey, transfer, lease or convey otherwise dispose of all or transfer substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any Person, Person unless: (i1) the Person Company or such Subsidiary, as the case may be, is the survivor or (x) the successor formed by such consolidation or into which the Servicer is merged or the Person which that acquires by conveyance conveyance, transfer or transfer lease all or substantially all of the properties and assets of the Servicer substantially Company or such Subsidiary as an entirety (or the "SURVIVOR") shall be survivor of such merger, as the case may be, is a Person corporation organized and existing under the laws of the United States of America or any State thereof or (including the District of Columbia), and, if the Servicer is not the surviving entity, and (y) such Person shall assume, without the execution or filing have executed and delivered to each holder of any paper Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (z) such Person shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel reasonably satisfactory to the holders of any Notes, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms; or (2) any such conveyance, transfer or lease by a Subsidiary is made in the ordinary course of business to the Company or to any Wholly-Owned Subsidiary of the Company; and unless, in any such case, immediately before and after giving effect to such transaction, (x) no Default or Event of Default shall have occurred and be continuing and (y) the Company would be entitled to incur an additional US$1 of Subordinated Indebtedness pursuant to the provisions of Section 10.5. ------------ No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any further act successor corporation that shall theretofore have become the Company in the manner prescribed in this Section 10.2 from its liability under this Agreement or the ------------ Notes. (2) Without the prior written consent of the Required Holders, the Company shall not, and the Company shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of assets the net book value of which, when aggregated with all other sales, leases, transfers or other disposals made during the relevant period, represents (i) in excess of 5% of Consolidated Assets in any one fiscal year or (ii) in excess of 20% of Consolidated Assets for the period commencing on the part Closing Date to the date of the transaction under consideration, in each case determined as of the end of the immediately preceding month; provided, however, that, in calculating the amount of assets -------- ------- sold for purposes of this provision, there shall be excluded assets sold the net proceeds of which are applied within three months after receipt thereof either (a) to acquire assets of comparable worth and purpose or (b) to prepay the Senior Debt of the Company with any remaining amount after the prepayment in full of all Senior Debt to be shared pro-rata among the holders of Senior Subordinated Indebtedness. (3) The Company shall not permit the principal business purpose of the Company and its Subsidiaries to be anything other than the Company Business. (4) The Company shall not change any of the parties hereto (accounting policies utilized in connection with the preparation of its financial statements except as may be required for any such change implemented in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies accordance with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements in a writing satisfactory to the TrusteeGAAP.

Merger, Consolidation, Etc. The Servicer shall Company will not and will not permit any Subsidiary to consolidate with or merge into with any other corporation or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except: (a) a Subsidiary may consolidate with or merge with any other corporation or convey or transfer all or substantially all of its properties and assets substantially as an entirety to any Person, unless:to (i) the Company (provided that the Company shall be the continuing or surviving corporation) or a then existing Wholly-Owned Subsidiary, or (ii) any Person formed by in an Asset Sale involving all of the outstanding stock or all or substantially all of the assets of such consolidation Subsidiary, in either case subject to the limitations of Section 10.5; and (b) the Company may consolidate with or into which the Servicer is merged merge with any other corporation or the Person which acquires by conveyance convey or transfer the properties and all or substantially all of its assets of the Servicer substantially as an entirety (the "SURVIVOR") shall be to a Person corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbiathereof, and, provided that (i) if the Servicer Company is not the continuing, surviving entity, such Person shall assume, without or acquiring corporation (the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person“surviving corporation”), the performance surviving corporation shall have (A) executed and delivered to each holder of every covenant and obligation a Note its assumption of the Servicer hereunder;due and punctual performance and observance of all obligations of the Company under this Agreement, the Other Agreements and the Notes and (B) caused to be delivered to each holder of a Note an opinion of counsel reasonably satisfactory to the Required Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (ii) the Servicer has delivered immediately after giving effect to the Trustee am officer's certificate executed by a Responsible Officer such transaction, (A) no Default or Event of Default shall have occurred and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 be continuing and (iiB) the Company would be permitted to incur at least $1 of additional Indebtedness under Section 10.1(a). No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation that all conditions precedent herein provided for relating to shall theretofore have become such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause (ii) above, may, to manner prescribed in this Section 10.6 from its liability under this Agreement or the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer under the Pooling and Servicing Agreements in a writing satisfactory to the TrusteeNotes.

Merger, Consolidation, Etc. The Servicer No Note Party shall not merge, dissolve, liquidate, consolidate with or merge into any other corporation another Person, or convey Dispose of (whether in one transaction or transfer in a series of transactions) all or substantially all of its properties and assets substantially as an entirety (whether now owned or hereafter acquired) to or in favor of any Person, unlessexcept that, so long as no Default or Event of Default exists or would result therefrom: (a) any Note Party may merge with (i) the Person formed by such consolidation Company, provided that the Company shall be the continuing or into which the Servicer is merged surviving Person, or the Person which acquires by conveyance (ii) any one or transfer the properties and assets more other Subsidiaries of the Servicer substantially as an entirety (the "SURVIVOR") Company, provided that when any Note Party is merging with another Subsidiary that is not a Note Party, such Note Party shall be a Person organized and existing under the laws continuing or surviving Person; Atlantica Yield plc Note Purchase Agreement (b) any Note Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the United States of America Company or any State thereof or the District of Columbia, and, if the Servicer is not the surviving entity, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunderanother Note Party; (iic) the Servicer has delivered Note Parties may consummate, subject to Section 10.8, acquisitions; and (d) in connection with any acquisition permitted under Section 10.8, any Note Party (other than the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed Company) may merge into or consolidate with any other Person or permit any other Person to the Trust and the Trusteemerge into or consolidate with it; provided, however, that, in each stating case, immediately after giving effect thereto, (ix) that such consolidation, merger, conveyance or transfer complies with this SECTION 5.1 and (ii) that all conditions precedent herein provided for relating to such transaction have been complied with; provided that such Opinion of Counsel, in the case of clause any such merger to which any Note Party (iiother than the Company) aboveis a party, maysuch Note Party is the surviving Person, (y) there is no existing Material Adverse Effect or any event or circumstance, either individually or in the aggregate, that would reasonably be expected to have a Material Adverse Effect, and (z) the Company and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 10.6, such compliance to be determined on the basis of the financial information most recently delivered to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations Purchasers or holders of the Survivor Notes pursuant to Section 7.1(b) as Servicer though such acquisition had been consummated as of the first day of the fiscal period covered thereby. No such conveyance, transfer or lease of substantially all of the assets of any Note Party shall have the effect of releasing such Note Party or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2, from its liability under this Agreement, the Pooling and Servicing Agreements Notes (in a writing satisfactory the case of the Company) or any other Note Document. Notwithstanding anything to the Trusteecontrary in this Section 10.2, the Note Parties shall be permitted to consummate the Permitted Reorganization provided that, substantially concurrently with the consummation of such Permitted Reorganization, NewCo becomes a Guarantor and the Company delivers to the holders of the Notes and the Collateral Agent documentation required under Section 9.7.

Merger, Consolidation, Etc. The Servicer shall Company will not permit the Project Partnership to consolidate with or merge into with any other corporation Person or convey convey, transfer or transfer lease all or substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any Person. The Company will not, and will not permit any Subsidiary to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: (ia) the Person successor formed by such consolidation or into which the Servicer is merged survivor of such merger or the Person which that acquires by conveyance conveyance, transfer or transfer lease all or substantially all of the properties and assets of the Servicer substantially Company or such Subsidiary as an entirety (entirety, as the "SURVIVOR") case may be, shall be a Person solvent corporation or limited liability company organized and existing under the laws of the United States of America or any State thereof or (including the District of Columbia), and, if the Servicer Company or such Subsidiary is not itself such successor or survivor corporation or limited liability company, or in the surviving entity, such Person shall assume, without the execution or filing event of any paper conveyance, transfer, or any further act on the part lease of any all or substantially all of the parties hereto (except as may be required in the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially Company or any Subsidiary as an entirety to such other Person)entirety, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee am officer's certificate executed by a Responsible Officer and an Opinion of Counsel addressed to the Trust and the Trustee, each stating (i) that such consolidation, merger, conveyance corporation or transfer complies with this SECTION 5.1 limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of its predecessor under the Note Documents to which its predecessor is party and (ii) that all conditions precedent herein provided for relating such corporation or limited liability company shall have caused to such transaction have been complied with; provided that such Opinion be delivered to each holder of Counselany Notes an opinion of nationally recognized independent counsel, in or other independent counsel reasonably satisfactory to the case of clause (ii) above, mayRequired Holders, to the extent effect that all agreements or instruments effecting such opinion concerns questions of fact, rely on such officer's certificate assumption are enforceable in accordance with respect their terms and comply with the terms hereof; (b) immediately before and immediately after giving effect to such questions transaction, no Default or Event of factDefault shall have occurred and be continuing; and (iiic) the Support Provider has guaranteed the obligations such transactions consist of the Survivor as Servicer under (i) consolidation or merger of a Subsidiary (other than a Credit Party) into the Pooling and Servicing Agreements Company or another Subsidiary, or result in the conveyance, transfer or lease by a writing satisfactory Subsidiary (other than a Credit Party) to the TrusteeCompany or another Subsidiary or (ii) such transactions consist of the consolidation or merger of a Subsidiary that is a Credit Party into the Company or another Subsidiary that is a Credit Party, or result in the conveyance, transfer or lease by a Subsidiary that is a Credit Party to the Company or another Subsidiary that is a Credit Party. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, the Notes or the other Note Documents.

Merger, Consolidation, Etc. This Section 4.02 supersedes Section 8.1 of the Original Indenture with respect to the Series HH Notes. The Servicer shall Issuer will not consolidate with or merge into with any other corporation Person or convey convey, transfer or transfer lease all or substantially all of its properties and assets substantially as an entirety in a single transaction or series of transactions to any Person, Person unless: (ia) the Person successor formed by such consolidation or into which the Servicer is merged survivor of such merger or the Person which that acquires by conveyance conveyance, transfer or transfer lease all or substantially all of the properties and assets of the Servicer substantially Issuer, as an entirety (the "SURVIVOR") case may be, shall be a Person solvent corporation or limited liability company organized and existing under the laws of the United States of America or any State thereof or (including the District of Columbia), and, if the Servicer Issuer is not the surviving entitysuch corporation or limited liability company, such Person corporation or limited liability company shall assume, without have executed and delivered to the execution or filing Trustee a supplemental indenture in form satisfactory to the Trustee in which it shall assume the due and punctual performance and observance of any paper or any further act on the part of any each covenant and condition of the parties hereto (except as may be required in Indenture and the context of an acquisition by conveyance or transfer of the properties and assets of the Servicer substantially as an entirety to such other Person), the performance of every covenant and obligation of the Servicer hereunderSeries HH Notes; (iib) immediately before and immediately after giving effect to such transaction, no Default or Event of Default with respect to the Series HH Notes shall have occurred and be continuing; and (c) the Servicer Issuer has delivered to the Trustee am officer's certificate executed by a Responsible Officer an Officers’ Certificate and an Opinion of Counsel addressed to the Trust and the TrusteeCounsel, each stating (i) that such consolidation, merger, conveyance conveyance, transfer or transfer lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this SECTION 5.1 Article and (ii) that all conditions precedent herein provided for in the Indenture with respect to the Series HH Notes relating to such transaction have been complied with; provided . No such conveyance, transfer or lease of substantially all of the assets of the Issuer shall have the effect of releasing the Issuer or any successor corporation or limited liability company that shall theretofore have become such Opinion of Counsel, in the case of clause (ii) above, may, to the extent that such opinion concerns questions of fact, rely on such officer's certificate with respect to such questions of fact; and (iii) the Support Provider has guaranteed the obligations of the Survivor as Servicer manner prescribed in this Section 4.02 from its liability under the Pooling and Servicing Agreements in a writing satisfactory to Indenture or the TrusteeSeries HH Notes.