Common use of Merger Covenant Clause in Contracts

Merger Covenant. Lessee shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of Lessee as an entirety shall execute and deliver to Owner Trustee, Owner Participant, Loan Participant and Indenture Trustee an agreement containing the assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements to be performed or observed by Lessee, (ii) immediately after giving effect to such transaction, no Lease Event of Default shall have occurred solely as a result of such consolidation or merger or such conveyance, transfer or lease and (iii) Lessor shall be entitled to the benefits of Section 1168 of the Bankruptcy Code to the same extent as immediately prior to such merger, consolidation or transfer. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of Lessee as an entirety in accordance with this Section 6.8, the successor corporation formed by such consolidation or into which Lessee is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Lessee under this Agreement and the other Operative Agreements with the same effect as if such successor corporation had been named as Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. Lessee The Borrower shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee the Borrower is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of Lessee the Borrower as an entirety shall execute and deliver to Owner Trustee, Owner Participant, Loan Participant and Indenture Trustee the Lender an agreement containing the assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements to be performed or observed by Lesseethe Borrower, (ii) immediately after giving effect to such transaction, no Lease Event of Default shall have occurred solely as a result of such consolidation or merger or such conveyance, transfer or lease and (iii) Lessor shall be entitled to the benefits of Section 1168 of the Bankruptcy Code to the same extent as immediately prior to such merger, consolidation or transfertransaction does not result in a Material Adverse Effect. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of Lessee the Borrower as an entirety in accordance with this Section 6.87.8, the successor corporation formed by such consolidation or into which Lessee the Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Lessee the Borrower under this Agreement and the other Operative Agreements with the same effect as if such successor corporation had been named as Lessee the Borrower herein. If Lessee the Borrower shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lesseethe Equipment and the Borrower’s leasehold interest in the Leasethis Agreement, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, the Lender an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee the Borrower shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. The Lessee shall not consolidate with or merge into any other Person, or permit any other Person to merge into it, or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged surviving such merger (if other than the Lessee) or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Lessee as an entirety is a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia and shall execute and deliver to the Owner Trustee, the Owner Participant, Loan Participant and the Indenture Trustee an agreement containing the assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements to be performed or observed by the Lessee, (ii) immediately prior to and immediately after giving effect to such transaction, no Lease Default or Lease Event of Default shall have occurred solely occurred, whether as a result of such consolidation or merger or such conveyance, transfer or lease and or otherwise, (iii) the Lessee shall have made all filings necessary or appropriate in the reasonable opinion of the Owner Trustee and the Indenture Trustee in order to preserve and protect the rights of the Lessor under the Lease and of the Indenture Trustee under the Indenture and (iv) there shall be entitled have been delivered to the benefits of Section 1168 Owner Participant, the Owner Trustee and the Indenture Trustee an Officer's Certificate of the Bankruptcy Code successor to the same extent Lessee (or such Person as immediately prior is the surviving corporation) and an opinion of counsel (which may be such Person's in-house counsel) in form and substance reasonably satisfactory to the Owner Participant, the Owner Trustee and the Indenture Trustee, each stating that such consolidation, merger, consolidation conveyance, transfer or transferlease and the assumption agreement mentioned in clause (i) above comply with this Section 6.8. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Lessee as an entirety in accordance with this Section 6.8, the successor corporation formed by such consolidation or into which the Lessee is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Lessee under this Agreement and the other Operative Agreements with the same effect as if such successor corporation had been named as the Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. Lessee shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of Lessee as an entirety shall execute and deliver to Owner Trustee, Owner Participant, Loan Participant and Indenture Trustee Lessor an agreement containing the assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement Lease and each of the other Lessee Agreements to be performed or observed by Lessee, (ii) immediately after giving effect to such transaction, (x) no Lease Event of Default shall have occurred solely as a result of such consolidation or merger or such conveyance, transfer or lease and (y) except in the case of any such consolidation or merger or such conveyance, transfer, or lease among Lessee and any one or more of its Affiliates, the long-term unsecured debt obligations of such Person will be rated at least investment grade by S&P and Mxxxx’x or at least equal to the ratings of Lessee’s long-term unsecured debt obligations immediately prior to the public announcement of such merger, conveyance, transfer or lease and there is no reduction in the tangible net worth of such Person as compared to the tangible net worth of Lessee immediately prior to such transaction, and (iii) the protections afforded to Lessor shall be entitled pursuant to the benefits of Section 1168 of the Bankruptcy Code to shall not be less than the same extent as protections afforded immediately prior to such consolidation, merger, consolidation transfer or transferlease. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of Lessee as an entirety in accordance with this Section 6.818.4, the successor corporation formed by such consolidation or into which Lessee is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Lessee under this Agreement Lease and the other Operative Agreements with the same effect as if such successor corporation had been named as Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the this Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, Lessor an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. Lessee The Borrower shall not consolidate with or merge into any other Person (other than an Affiliate of the Borrower) or convey, transfer or lease substantially all of its assets as an entirety to any Person (other than an Affiliate of the Borrower) unless (i) the Person formed by such consolidation or into which Lessee the Borrower is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of Lessee the Borrower as an entirety shall execute and deliver to Owner Trustee, Owner Participant, Loan Participant and Indenture Trustee the Lender an agreement containing the assumption by such successor corporation entity of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements to be performed or observed by Lesseethe Borrower, (ii) immediately after giving effect to such transaction, no Lease Event of Default shall have occurred solely as a result of such consolidation or merger or such conveyance, transfer or lease and (iii) Lessor shall be entitled to the benefits of Section 1168 of the Bankruptcy Code to the same extent as immediately prior to such merger, consolidation or transfertransaction does not result in a Material Adverse Effect. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of Lessee the Borrower as an entirety in accordance with this Section 6.87.8, the successor corporation entity formed by such consolidation or into which Lessee the Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Lessee the Borrower under this Agreement and the other Operative Agreements with the same effect as if such successor corporation entity had been named as Lessee the Borrower herein. If Lessee the Borrower shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lesseethe Equipment and the Borrower’s leasehold interest in the Leasethis Agreement, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, the Lender an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee the Borrower shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. Lessee shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of Lessee as an entirety shall execute and deliver to Owner Trustee, Owner Participant, Loan Participant Participants and Indenture Trustee an agreement containing the assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements to be performed or observed by Lessee, (ii) immediately after giving effect to such transaction, no Lease Event of Default shall have occurred solely as a result of such consolidation or merger or such conveyance, transfer or lease and (iii) Lessor shall be entitled to the benefits of Section 1168 of the Bankruptcy Code to the same extent as immediately prior to such merger, consolidation or transfer. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of Lessee as an entirety in accordance with this Section 6.8, the successor corporation formed by such consolidation or into which Lessee is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Lessee under this Agreement and the other Operative Agreements with the same effect as if such successor corporation had been named as Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant Participants and Indenture Trustee, an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. The Lessee shall not consolidate with or merge --------------- into any other Person, or permit any other Person to merge into it, or convey, transfer or lease all or substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged surviving such merger (if other than the Lessee) or the Person which acquires by conveyance, transfer or lease of all or substantially all of the assets of the Lessee as an entirety is a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia and shall execute and deliver to the Owner Trustee, the Owner Participant, Loan Participant and the Indenture Trustee an agreement in form and substance reasonably satisfactory to such parties containing the assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements to be performed or observed by the Lessee, (ii) immediately prior to and immediately after giving effect to such transaction, no Lease Default or Lease Event of Default shall have occurred solely occurred, whether as a result of such consolidation or merger or such conveyance, transfer or lease and or otherwise, (iii) the Lessee shall have made all filings necessary or appropriate in the reasonable opinion of the Owner Trustee and the Indenture Trustee in order to preserve and protect the rights of the Lessor under the Lease and of the Indenture Trustee under the Indenture, (iv) there shall be entitled have been delivered to the benefits of Section 1168 Owner Participant, the Owner Trustee and the Indenture Trustee an Officer's Certificate of the Bankruptcy Code successor to the same extent Lessee (or such Person as is the surviving corporation) and an opinion of counsel (which may be such Person's in-house counsel) in form and substance reasonably satisfactory to the Owner Participant, the Owner Trustee and the Indenture Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.8, and (v) if the Person (x) formed by such consolidation or surviving such merger (if other than the Lessee) or the Person which acquires by conveyance, transfer or lease of all or substantially all of the assets of the Lessee is not an Affiliate of the Lessee, the aggregate net worth of such surviving or acquiring Person immediately after such merger, consolidation or acquisition (determined in accordance with generally accepted accounting principles) is not less than the consolidated net worth of the Lessee immediately prior to such merger, consolidation or transferacquisition, or (y) with which Lessee consolidates or merges or which acquires by conveyance, transfer or lease of all or substantially all of the assets of the Lessee is an Affiliate of the Lessee, such Person, immediately prior to such consolidation, merger or acquisition, has a positive net worth (determined in accordance with generally accepted accounting principles). Upon such consolidation or merger, or any conveyance, transfer or lease of all or substantially all of the assets of the Lessee as an entirety in accordance with this Section 6.8, the successor corporation formed by such consolidation or into which the Lessee is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Lessee under this Agreement and the other Operative Agreements with the same effect as if such successor corporation had been named as the Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. Lessee shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of Lessee as an entirety shall execute and deliver to Owner Trustee, Owner Participant, Loan Participant and Indenture Trustee an agreement containing the assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements to be performed or observed by Lessee, (ii) immediately after giving effect to such transaction, no Lease Event of Default shall have occurred solely as a result of such consolidation or merger or such conveyance, transfer or lease and (iii) Lessor (and Indenture Trustee, as assignee of Lessor) shall be entitled to the benefits of Section 1168 of the Bankruptcy Code to the same extent as immediately prior to such merger, consolidation or transfer. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of Lessee as an entirety in accordance with this Section 6.8, the successor corporation formed by such consolidation or into which Lessee is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Lessee under this Agreement and the other Operative Agreements with the same effect as if such successor corporation had been named as Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. The Lessee shall not consolidate with or merge into any other Person, or permit any other Person to merge into it, or convey, transfer or lease all or substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged surviving such merger (if other than the Lessee) or the Person which acquires by conveyance, transfer or lease of all or substantially all of the assets of the Lessee as an entirety is a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia and shall execute and deliver to the Owner Trustee, the Owner Participant, Loan Participant and the Indenture Trustee an agreement in form and substance reasonably satisfactory to such parties containing the assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements to be performed or observed by the Lessee, (ii) immediately prior to and immediately after giving effect to such transaction, no Lease Default or Lease Event of Default shall have occurred solely occurred, whether as a result of such consolidation or merger or such conveyance, transfer or lease and or otherwise, (iii) the Lessee shall have made all filings necessary or appropriate in the reasonable opinion of the Owner Trustee and the Indenture Trustee in order to preserve and protect the rights of the Lessor under the Lease and of the Indenture Trustee under the Indenture, (iv) there shall be entitled have been delivered to the benefits of Section 1168 Owner Participant, the Owner Trustee and the Indenture Trustee an Officer's Certificate of the Bankruptcy Code successor to the same extent Lessee (or such Person as is the surviving corporation) and an opinion of counsel (which may be such Person's in-house counsel) in form and substance reasonably satisfactory to the Owner Participant, the Owner Trustee and the Indenture Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.8, and (v) if the Person (x) formed by such consolidation or surviving such merger (if other than the Lessee) or the Person which acquires by conveyance, transfer or lease of all or substantially all of the assets of the Lessee is not an Affiliate of the Lessee, the aggregate net worth of such surviving or acquiring Person immediately after such merger, consolidation or acquisition (determined in accordance with generally accepted accounting principles) is not less than the consolidated net worth of the Lessee immediately prior to such merger, consolidation or transferacquisition, or (y) with which Lessee consolidates or merges or which acquires by conveyance, transfer or lease of all or substantially all of the assets of the Lessee is an Affiliate of the Lessee, such Person, immediately prior to such consolidation, merger or acquisition, has a positive net worth (determined in accordance with generally accepted accounting principles). Upon such consolidation or merger, or any conveyance, transfer or lease of all or substantially all of the assets of the Lessee as an entirety in accordance with this Section 6.8, the successor corporation formed by such consolidation or into which the Lessee is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Lessee under this Agreement and the other Operative Agreements with the same effect as if such successor corporation had been named as the Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. Lessee shall not consolidate with or merge into any other Person, or permit any other Person to merge into it, or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged surviving such merger (if other than Lessee) or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of Lessee Lessee, as an entirety (the “Successor Entity”), shall execute and deliver to Owner Trustee, Owner Participant, Loan Participant and Indenture Trustee Lessor an agreement containing the assumption by such successor corporation Successor Entity of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements Lease to be performed or observed by Lessee, (ii) immediately prior to and immediately after giving effect to such transaction, no Lease Default or Lease Event of Default shall have occurred solely occurred, whether as a result of such consolidation or merger or such conveyance, transfer or lease and or otherwise, (iii) Lessee shall have made all filings necessary or appropriate in the reasonable opinion of Lessor shall be entitled in order to preserve and protect the benefits rights of Section 1168 Lessor under this Lease, (iv) the financial condition of the Bankruptcy Code Successor Entity immediately after the consummation of such consolidation, merger or other transaction is equal to or greater than the same extent as financial condition of Lessee immediately prior thereto, and (v) there shall have been delivered to such merger, consolidation or transfer. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all Lessor an officer’s certificate of the assets Successor Entity, and an opinion of Lessee as an entirety counsel (which may be such Persons’ in-house counsel) in accordance form and substance reasonably satisfactory to Lessor, each stating that such consolidation, merger or other transaction mentioned in clause (i) above comply with this Section 6.825.1 (except that such opinion of counsel shall not be required to address clause (iv) above). Upon consummation of such consolidation, merger or other transaction, the successor corporation formed by such consolidation or into which Lessee is merged or to which such conveyance, transfer or lease is made Successor Entity shall succeed to, and be substituted for, and may exercise every right and power of, Lessee under this Agreement and the other Operative Agreements Lease with the same effect as if such successor corporation Successor Entity had been named as Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

Merger Covenant. Lessee shall not consolidate with or merge into any other Person, or permit any other Person to merge into it, or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged surviving such merger (if other than Lessee) or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of Lessee Lessee, as an entirety (the "SUCCESSOR ENTITY"), shall execute and deliver to Owner Trustee, Owner Participant, Loan Participant and Indenture Trustee Lessor an agreement containing the assumption by such successor corporation Successor Entity of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements Lease to be performed or observed by Lessee, (ii) immediately prior to and immediately after giving effect to such transaction, no Lease Default or Lease Event of Default shall have occurred solely occurred, whether as a result of such consolidation or merger or such conveyance, transfer or lease and or otherwise, (iii) Lessee shall have made all filings necessary or appropriate in the reasonable opinion of Lessor shall be entitled in order to preserve and protect the benefits rights of Section 1168 Lessor under this Lease, (iv) the financial condition of the Bankruptcy Code Successor Entity immediately after the consummation of such consolidation, merger or other transaction is equal to or greater than the same extent as financial condition of Lessee immediately prior thereto, and (v) there shall have been delivered to such merger, consolidation or transfer. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all Lessor an Officer's Certificate of the assets Successor Entity, and an opinion of Lessee as an entirety counsel (which may be such Persons' in-house counsel) in accordance form and substance reasonably satisfactory to Lessor, each stating that such consolidation, merger or other transaction mentioned in clause (i) above comply with this Section 6.825.1 (except that such opinion of counsel shall not be required to address clause (iv) above). Upon consummation of such consolidation, merger or other transaction, the successor corporation formed by such consolidation or into which Lessee is merged or to which such conveyance, transfer or lease is made Successor Entity shall succeed to, and be substituted for, and may exercise every right and power of, Lessee under this Agreement and the other Operative Agreements Lease with the same effect as if such successor corporation Successor Entity had been named as Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.