Common use of Merger/Sale of Assets Clause in Contracts

Merger/Sale of Assets. (a) The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, enter into any merger, consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Property, except for such transactions that occur between the General Partner, the Borrower and/or the Wholly‑Owned Subsidiaries of the Borrower or the General Partner, provided, however, the General Partner or the Borrower may merge with or acquire other companies as partnerships so long as: (i) after giving effect to such merger or acquisition, no provision of this Agreement will have been violated; and (ii) the General Partner or the Borrower will be the surviving entity. The Borrower will notify all of the Lenders of all material acquisitions, dispositions, mergers or asset purchases regardless of whether or not the Required Lenders must first give their written consent. (b) The General Partner and the Borrower will not, and will not permit any of their Subsidiaries to, sell, transfer or otherwise dispose of any Property unless after giving effect thereto no Default or Unmatured Default exists or would exist; provided that the Borrower shall deliver to the Administrative Agent and the Lenders written notice not less than five (5) Business Days prior to a sale, transfer or other disposition of any Unencumbered Assets, in a single transaction or series of related transactions, for consideration in excess of $500,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate of the General Partner’s and the Borrower’s chief financial officers or chief accounting officers certifying that the Borrower is in compliance in all material respects with this Agreement and the other Loan Documents and would be in compliance with the financial covenants set forth in Section 7.20 on a pro-forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed transaction (or will be after making the required prepayments described in the next paragraph), along with a certification that the Borrower has no knowledge of any facts or circumstances that would make any such information inaccurate, incomplete or otherwise misleading in any material respect. To the extent such proposed transaction would result in a failure to comply with the covenants set forth herein, the Borrower shall apply the proceeds of such transaction (together with such additional amounts as may be required), to prepay the Obligations in an amount, as determined by the Administrative Agent, equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrower; provided, however, that if the Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Amounts so prepaid shall be applied to the Obligations in accordance with Section 2.23.

Merger/Sale of Assets. (a) The General Partner and the Borrower will not, nor will they it permit any of their its Subsidiaries to, enter into any mergermerger (other than mergers in which the Borrower or such Subsidiary is the survivor and mergers of Subsidiaries (but not the Borrower) as part of transactions that are Permitted Acquisitions provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their PropertyProperties, except for (i) such transactions that occur between the General PartnerWholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary, the Borrower and/or the Wholly‑Owned Subsidiaries of the Borrower or the General Partner, provided, however, the General Partner or the Borrower may merge with or acquire other companies as partnerships so long as: (i) after giving effect to such merger or acquisition, no provision of this Agreement will have been violated; and (ii) mergers solely to change the General Partner or the Borrower will be the surviving entity. The Borrower will notify all jurisdiction of the Lenders organization of all material acquisitionsa Subsidiary, dispositions, mergers or asset purchases regardless of whether or not and (iii) as otherwise approved in advance by the Required Lenders must first give their written consentLenders. (b) The General Partner and Without the prior written consent of the Required Lenders, the Borrower will not, and will not permit any of their its Subsidiaries to, sell, transfer or otherwise dispose of any Property unless after giving effect thereto no of their respective Properties or Projects if a Default or Unmatured Default exists or would exist; provided that the has occurred and is continuing. (c) The Borrower shall deliver to the Administrative Agent and the Lenders prior written notice not less than five (5) Business Days prior to a of the sale, transfer or other disposition of any an Unencumbered Assets, Asset in a single transaction or series of related transactions, for consideration in excess of $500,000,000400,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate of the General Partner’s and the Borrower’s chief financial officers officer or chief accounting officers officer certifying that the Borrower is in compliance in all material respects with this Agreement and the other Loan Documents and would be in compliance with the financial covenants set forth in Section 7.20 6.18 on a pro-forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed transaction (or will be after making the required prepayments described in the next paragraph), along with a certification that the Borrower has no knowledge of any facts or circumstances that would make any such information inaccurate, incomplete or otherwise misleading in any material respect. To the extent such proposed transaction would result in a failure to comply with the covenants set forth herein, the Borrower shall apply the proceeds of such transaction (together with such additional amounts as may be required), to prepay the Obligations in an amount, as determined by the Administrative Agent, amount equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrower; provided, however, that if the Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Amounts so prepaid shall be applied to the Obligations in accordance with Section 2.232.8.

Merger/Sale of Assets. (a) The General Partner and the Borrower will not, nor will they permit any of their Subsidiaries to, enter into any merger, consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Property, except for such transactions that occur between the General Partner, the Borrower and/or the Wholly‑Owned Wholly-Owned Subsidiaries of the Borrower or the General Partner, provided, however, the General Partner or the Borrower may merge with or acquire other companies as partnerships so long as: (i) after After giving effect to such merger or acquisition, no provision of this Agreement will have been violated; and; (ii) the General Partner or the Borrower will be the surviving entity; and (iii) such merger is not accomplished through a hostile takeover. The Borrower will notify all of the Lenders of all material acquisitions, dispositions, mergers or asset purchases regardless of whether or not the Required Lenders must first give their written consent. (b) The General Partner and the Borrower will not, and will not permit any of their Subsidiaries to, sell, transfer or otherwise dispose of any Property unless after giving effect thereto no Default or Unmatured Default exists or would exist; provided that the Borrower shall deliver to the Administrative Agent and the Lenders written notice not less than five (5) Business Days prior to a sale, transfer or other disposition of any an Unencumbered AssetsAsset, in a single transaction or series of related transactions, for consideration in excess of $500,000,000100,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate of the General Partner’s and the Borrower’s chief financial officers or chief accounting officers certifying that the Borrower is in compliance in all material respects with this Agreement and the other Loan Documents and would be in compliance with the financial covenants set forth in Section Sections 7.19 and 7.20 on a pro-forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed transaction (or will be after making the required prepayments described in the next paragraph), along with a certification that the Borrower has no knowledge of any facts or circumstances that would make any such information inaccurate, incomplete or otherwise misleading in any material respect. To the extent such proposed transaction would result in a failure to comply with the covenants set forth herein, the Borrower shall apply the proceeds of such transaction (together with such additional amounts as may be required), to prepay the Obligations in an amount, as determined by the Administrative Agent, equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrower; provided, however, that if the Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Amounts so prepaid shall be applied to the Obligations in accordance with Section 2.23.

Merger/Sale of Assets. (a) The General Partner and the Borrower will Company shall not, nor will they and shall not permit any of their its Restricted Subsidiaries to, enter merge or consolidate with or into any mergerother Person, consolidationor sell, reorganization or liquidation or transfer transfer, lease or otherwise dispose of all or substantially all of its assets (including, in each case, pursuant to an LLC Division) (whether now owned or hereafter required), except: (a) the Company or a Substantial Portion of their PropertyRestricted Subsidiary may merge or consolidate with or into any other Person; provided that, except for if the Company or a Designated Borrower is a party to such transactions that occur between the General Partnermerger or consolidation, the Company or such Designated Borrower and/or is the Wholly‑Owned Subsidiaries surviving entity and if a Guarantor is a party to such merger or consolidation a Guarantor is the surviving entity; (b) any Restricted Subsidiary that is a Designated Borrower may sell or otherwise dispose of the Borrower any or the General Partner, provided, howeverall of its assets to, the General Partner Company or the a Guarantor, and any Restricted Subsidiary that is not a Designated Borrower may merge with sell or acquire otherwise dispose of any or all of its assets to any other companies as partnerships so long as: Person; provided that (i) after giving effect to such merger merger, consolidation, sale or acquisitionother disposition, no provision Default or Event of this Agreement will have been violatedDefault shall exist, and (ii) in the case of a transaction involving a Restricted Subsidiary, the assets to be sold or conveyed do not constitute all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole; and (iic) the General Partner Company or the Borrower will be the surviving entity. The Borrower will notify all a Restricted Subsidiary may consummate Permitted Acquisitions not involving a merger of the Lenders Company. For the avoidance of all material acquisitionsdoubt, dispositions, mergers or asset purchases regardless of whether or not nothing contained in this Section 8.07 shall prohibit the Required Lenders must first give their written consent. (b) The General Partner and the Borrower will not, and will not permit any of their Subsidiaries to, sell, transfer or otherwise dispose of any Property unless after giving effect thereto no Default or Unmatured Default exists or would exist; provided that the Borrower shall deliver to the Administrative Agent and the Lenders written notice not less than five (5) Business Days prior to a sale, transfer or other disposition of any Unencumbered Assets, in a single transaction or series of related transactions, for consideration in excess of $500,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate ability of the General Partner’s Company and the Borrower’s chief financial officers or chief accounting officers certifying that the Borrower is in compliance in all material respects with this Agreement and the other Loan Documents and would be in compliance with the financial covenants set forth in its Restricted Subsidiaries to make Investments not prohibited by Section 7.20 on a pro-forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed transaction (or will be after making the required prepayments described in the next paragraph), along with a certification that the Borrower has no knowledge of any facts or circumstances that would make any such information inaccurate, incomplete or otherwise misleading in any material respect. To the extent such proposed transaction would result in a failure to comply with the covenants set forth herein, the Borrower shall apply the proceeds of such transaction (together with such additional amounts as may be required)8.02, to prepay the Obligations in an amount, as determined make Restricted Payment not prohibited by the Administrative Agent, equal Section 8.03 or to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed consummate Dispositions not prohibited by the Borrower; provided, however, that if the Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Amounts so prepaid shall be applied to the Obligations in accordance with Section 2.238.10.

Merger/Sale of Assets. (a) The General Partner and the Borrower will not, nor will they it permit any of their its Subsidiaries to, enter into any mergermerger (other than mergers in which such entity is the survivor and mergers of Subsidiaries (but not the Borrower) as part of transactions that are Permitted Acquisitions provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their PropertyProperties, except for (a) such transactions that occur between Wholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary, (b) mergers solely to change the General Partnerjurisdiction of organization of a Subsidiary, and (c) as otherwise approved in advance by the Required Lenders. Notwithstanding the foregoing, the Borrower and/or the Wholly‑Owned Subsidiaries shall not, directly or indirectly, permit any merger or consolidation of the Borrower any direct or the General Partner, provided, however, the General Partner indirect owner of any Subject Property or the Borrower may merge with or acquire other companies as partnerships so long as: any transfer of a Subject Property unless (i) after giving effect to such merger or acquisitiontransaction satisfies the requirements of Section 2A.3, no provision of this Agreement will have been violated; and and (ii) if in connection with such transaction additional Collateral is proposed to be pledged to Administrative Agent or if Administrative Agent deems it reasonably necessary or desirable in order to maintain, obtain and/or perfect a first priority security interest in, or lien on, the General Partner or the Collateral affected by such transaction which is intended to remain Collateral following such transaction, Borrower will be the surviving entity. The Borrower will notify all and any applicable Subsidiary of the Lenders of all material acquisitions, dispositions, mergers or asset purchases regardless of whether or not the Required Lenders must first give their written consent. (b) The General Partner and the Borrower will not, and will not permit any of their Subsidiaries to, sell, transfer or otherwise dispose of any Property unless after giving effect thereto no Default or Unmatured Default exists or would exist; provided that the Borrower shall deliver have executed and delivered to the Administrative Agent all instruments, documents, or agreements as Administrative Agent shall deem reasonably necessary, including an Assignment of Interests, an Account Agreement, Instruction Letter, Acknowledgments and the Lenders written notice not less than five (5) Business Days prior to a saleUniform Commercial Code financing statements and membership, partnership and stock certificates and blank transfer or other disposition of any Unencumbered Assetspowers, in a single transaction or series of related transactions, for consideration in excess of $500,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to as the Administrative Agent shall deem reasonably necessary or desirable to continue and/or obtain and perfect a certificate of the General Partner’s and the Borrower’s chief financial officers first priority security interest in, or chief accounting officers certifying that the Borrower is in compliance in all material respects with this Agreement and the other Loan Documents and would be in compliance with the financial covenants set forth in Section 7.20 on a pro-forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed transaction (or will be after making the required prepayments described in the next paragraph), along with a certification that the Borrower has no knowledge of any facts or circumstances that would make any such information inaccurate, incomplete or otherwise misleading in any material respect. To the extent such proposed transaction would result in a failure to comply with the covenants set forth herein, the Borrower shall apply the proceeds of such transaction (together with such additional amounts as may be required), to prepay the Obligations in an amount, as determined by the Administrative Agent, equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrower; provided, however, that if the Borrower fails to give such directionlien on, such prepayments shall first be applied to the Revolving Credit Facility and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Amounts so prepaid shall be applied to the Obligations in accordance with Section 2.23Collateral.

Merger/Sale of Assets. Purchases, etc. (a) The General Partner and the Borrower will notWhether in one transaction or a series of transactions, nor will they permit any of their Subsidiaries towind up, liquidate or dissolve its affairs, or enter into any merger, transaction of merger or consolidation, reorganization or liquidation or transfer sell or otherwise dispose of all any capital stock of any Subsidiary of any Credit Party, or a Substantial Portion any of their Propertyits property, stock or assets or agree to or suffer any of the foregoing, except for such transactions that occur between the General Partner, the Borrower and/or the Wholly‑Owned Subsidiaries of the Borrower or the General Partner, provided, however, the General Partner or the Borrower may merge with or acquire other companies as partnerships so long asfor: (i) the merger by any solvent Guarantor into the Borrower or another Guarantor if after giving effect to such merger or acquisitionmerger, no provision Default or Event of this Agreement will have been violated; andDefault exists; (ii) the General Partner transfer by any solvent Guarantor of any or all of its assets to the Borrower will be or another Guarantor and, in the surviving entity. The Borrower will notify case of a transfer of all of the Lenders assets of all material acquisitionsa Guarantor, dispositionsthe subsequent dissolution of such solvent Guarantor if after such transactions, mergers no Default or asset purchases regardless Event of whether Default exists; (iii) sales or not other dispositions of assets (other than Real Property Assets) in the ordinary course of business; (iv) sales or dispositions of assets set forth on Schedule 6.6(iv) for cash or as otherwise permitted by the Required Lenders must first give their written consentLenders; (v) the transfers of assets constituting Investments permitted by Section 6.4 or Restricted Payments permitted by Section 6.5; (vi) sales or other dispositions of assets in arm's length transactions, at fair market value and for cash in an aggregate amount which does not exceed $250,000 in any fiscal year; (vii) sales or other dispositions of the manufacturing and/or distribution centers and other miscellaneous assets and machinery located in Mexico, Canada, Italy and China for cash; (viii) upon consummation of the sale of assets of Encore, as permitted pursuant to Section 6.6(iv), the dissolution of Encore; and (ix) so long as the representation and warranty in Section 3.30 hereof shall be true and correct in all respects at the time of dissolution, the dissolution of a Dissolvable Entity, provided that upon such dissolution, the assets, if any, of the Dissolvable Entity being dissolved shall be distributed to the Borrower. (b) The General Partner and the Borrower will not, and will not permit any of their Subsidiaries to, sell, transfer Purchase or otherwise dispose acquire all or substantially all of any Property unless after giving effect thereto no Default stock or Unmatured Default exists or would exist; provided that assets of any other Person, except for: (i) transactions contemplated by Sections 6.6(a)(i) and 6.6(a)(ii) above; (ii) the Borrower shall deliver creation of new Subsidiaries which immediately become Guarantors to the Administrative Agent extent required by and the Lenders written notice not less than five (5) Business Days prior to a sale, transfer or other disposition of any Unencumbered Assets, in a single transaction or series of related transactions, for consideration in excess of $500,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate of the General Partner’s and the Borrower’s chief financial officers or chief accounting officers certifying that the Borrower is in compliance in all material respects with this Agreement and the other Loan Documents and would be in compliance with the financial covenants set forth in Section 7.20 on a pro-forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed transaction (or will be after making the required prepayments described in the next paragraph), along with a certification that the Borrower has no knowledge of any facts or circumstances that would make any such information inaccurate, incomplete or otherwise misleading in any material respect. To the extent such proposed transaction would result in a failure to comply with the covenants set forth herein, the Borrower shall apply the proceeds of such transaction (together with such additional amounts as may be required), to prepay the Obligations in an amount, as determined by the Administrative Agent, equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrower; provided, however, that if the Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Amounts so prepaid shall be applied to the Obligations in accordance with Section 2.235.12 hereof; and (iii) Investments permitted by Section 6.4 hereof.

Merger/Sale of Assets. (a) The General Partner No Borrower shall merge or consolidate with or into (whether or not such Borrower is the Surviving Person) any other Person and the no Borrower will, or will not, nor will they cause or permit any of their Subsidiaries Subsidiary to, enter into any mergersell, consolidationconvey, reorganization or liquidation or transfer assign, transfer, lease or otherwise dispose of all or substantially all of any Borrower’s and its Subsidiaries assets (determined on a Substantial Portion of their Property, except consolidated basis for such transactions that occur between the General Partner, the Borrower and/or the Wholly‑Owned Subsidiaries of the Borrower or the General Partner, provided, however, the General Partner or the Borrower may merge with or acquire other companies as partnerships so long as: (iand its Subsidiaries) after giving effect to such merger or acquisition, no provision of this Agreement will have been violated; and (ii) the General Partner or the Borrower will be the surviving entity. The Borrower will notify all of the Lenders of all material acquisitions, dispositions, mergers or asset purchases regardless of whether or not the Required Lenders must first give their written consent. (b) The General Partner and the Borrower will not, and will not permit any of their Subsidiaries to, sell, transfer or otherwise dispose of any Property unless after giving effect thereto no Default or Unmatured Default exists or would exist; provided that the Borrower shall deliver to the Administrative Agent and the Lenders written notice not less than five (5) Business Days prior to a sale, transfer or other disposition of any Unencumbered Assets, Person in a single transaction or series of related transactions, for consideration unless (1) either (A) such Borrower will be the Surviving Person or (B) the Surviving Person (if other than the applicable Borrower) will be an entity organized and validly existing under the laws of Delaware, and will, in excess of $500,000,000. In addition, simultaneously with delivery of any such noticecase, expressly assume the Borrower shall deliver to the Administrative Agent a certificate due and punctual payment of the General Partner’s principal of, premium, if any, and interest on the Loan and the Borrower’s chief financial officers or chief accounting officers certifying that performance and observance of every covenant of the Borrower is in compliance in all material respects with this Agreement and the other Loan Documents to be performed or observed on the part of such Borrower and, in the case of Stereotaxis, shall use its commercially reasonable efforts to actively market and would be in compliance with promote the financial covenants set forth in Section 7.20 Biosense Arrangement; and (2) immediately thereafter, on a pro-pro forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed such transaction (and treating any Indebtedness not previously an obligation of such Borrower or any Subsidiary of such Borrower in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be after making continuing. (b) Neither Stereotaxis nor any of its Subsidiaries shall directly or indirectly sell, lease, license, transfer or otherwise dispose of all or any part of its assets consisting of the required prepayments described Stereotaxis IP or the Biosense Arrangement. (c) Neither Stereotaxis nor any of its Subsidiaries shall directly or indirectly sell, lease, license, transfer or otherwise dispose of all or any part of its assets, except (i) licenses of intellectual property rights of Stereotaxis or any of its Subsidiaries for fair value in an arm’s-length transaction in the next paragraph)ordinary course of its business; (ii) sales of inventory in the ordinary course of business, along with a certification that (iii) sales of non-inventory equipment not needed for Stereotaxis’s business to one or more third parties for fair value in an arm’s-length transaction; provided any assets received in return from such transaction are subject to the Borrower has no knowledge Lien created by the Security Agreement; (iv) sales of any facts non-inventory equipment to one or circumstances that would make any such information inaccuratemore third parties for fair value in an arm’s-length transaction, incomplete or otherwise misleading in any material respect. To the extent such proposed transaction would result in a failure to comply with the covenants set forth herein, the Borrower shall apply the proceeds of which are used to purchase replacement or other assets useful in Stereotaxis’s business within twelve months of such transaction sale and (together with such additional amounts as may be required)v) other sales, to prepay the Obligations leases, licenses, transfers or other dispositions in an amount, as determined by aggregate amount not to exceed $250,000 during the Administrative Agent, equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation term of the contemplated transaction. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrowerthis Agreement; provided, howeversubject to the terms of the Intercreditor Agreement, that if the Borrower fails to give any assets received in return from such direction, such prepayments shall first be applied transaction are subject to the Revolving Credit Facility and then to Lien created by the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Security Agreement. Amounts so prepaid shall be applied to the Obligations in accordance with Section 2.23.

Merger/Sale of Assets. (a) The General Partner and the Borrower will not, nor will they it permit any of their its Subsidiaries to, enter into any mergermerger (other than mergers in which the Borrower or such Subsidiary is the survivor and mergers of Subsidiaries (but not the Borrower) as part of transactions that are not prohibited by this Agreement provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their PropertyProperties, except for (i) such transactions that occur between the General PartnerWholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary, the Borrower and/or the Wholly‑Owned Subsidiaries of the Borrower or the General Partner, provided, however, the General Partner or the Borrower may merge with or acquire other companies as partnerships so long as: (i) after giving effect to such merger or acquisition, no provision of this Agreement will have been violated; and (ii) mergers solely to change the General Partner or jurisdiction of organization of a Subsidiary (other than a Qualified Borrower), and (iii) as otherwise approved in advance by the Borrower will be the surviving entityRequired Lenders. The Borrower will notify all not reorganize itself under the laws of any jurisdiction other than the Lenders United States of all material acquisitions, dispositions, mergers America or asset purchases regardless of whether or not the Required Lenders must first give their written consentany state thereof. (b) The General Partner and Without the prior written consent of the Required Lenders, the Borrower will not, and will not permit any of their its Subsidiaries to, sell, transfer or otherwise dispose of any Property unless after giving effect thereto no of their respective Properties or Projects if a Default or Unmatured Default exists or would exist; provided that the has occurred and is continuing. (c) The Borrower shall deliver to the Administrative Agent and the Lenders prior written notice not less than five (5) Business Days prior to a of the sale, transfer or other disposition of any an Unencumbered Assets, Asset in a single transaction or series of related transactions, for consideration in excess of $500,000,000400,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate of the General Partner’s and the Borrower’s chief financial officers officer or chief accounting officers officer certifying that the Borrower is in compliance in all material respects with this Agreement and the other Loan Documents and would be in compliance with the financial covenants set forth in Section 7.20 6.18 on a pro-forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed transaction (or will be after making the required prepayments described in the next paragraph), along with a certification that the Borrower has no knowledge of any facts or circumstances that would make any such information inaccurate, incomplete or otherwise misleading in any material respect. To the extent such proposed transaction would result in a failure to comply with the covenants set forth herein, the Borrower shall apply the proceeds of such transaction (together with such additional amounts as may be required), to prepay the Obligations in an amount, as determined by the Administrative Agent, amount equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrower; provided, however, that if the Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Amounts so prepaid shall be applied to the Obligations in accordance with Section 2.232.8.

Merger/Sale of Assets. (a) The General Partner and the Borrower will not, nor will they it permit any of their its Subsidiaries to, enter into any mergermerger (other than mergers in which the Borrower or such Subsidiary is the survivor and mergers of Subsidiaries (but not the Borrower) as part of transactions that are not prohibited by this Agreement provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion substantially all of their PropertyProperties, except for (i) such transactions that occur between the General PartnerWholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary, the Borrower and/or the Wholly‑Owned Subsidiaries of the Borrower or the General Partner, provided, however, the General Partner or the Borrower may merge with or acquire other companies as partnerships so long as: (i) after giving effect to such merger or acquisition, no provision of this Agreement will have been violated; and (ii) mergers solely to change the General Partner or jurisdiction of organization of a Subsidiary (other than a Qualified Borrower), and (iii) as otherwise approved in advance by the Borrower will be the surviving entityRequired Lenders. The Borrower will notify all not reorganize itself under the laws of any jurisdiction other than the Lenders United States of all material acquisitions, dispositions, mergers America or asset purchases regardless of whether or not the Required Lenders must first give their written consentany state thereof. (b) The General Partner and Without the prior written consent of the Required Lenders, the Borrower will not, and will not permit any of their its Subsidiaries to, sell, transfer or otherwise dispose of any Property unless after giving effect thereto no of their respective Properties or Projects if a Default or Unmatured Default exists or would exist; provided that the has occurred and is continuing. (c) The Borrower shall deliver to the Administrative Agent and the Lenders prior written notice not less than five (5) Business Days prior to a of the sale, transfer or other disposition of any an Unencumbered Assets, Asset in a single transaction or series of related transactions, for consideration in excess of $500,000,000400,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate of the General Partner’s and the Borrower’s chief financial officers officer or chief accounting officers officer certifying that the Borrower is in compliance in all material respects with this Agreement and the other Loan Documents and would be in compliance with the financial covenants set forth in Section 7.20 6.18 on a pro-forma basis using the most recent quarterly financial statements then available and after giving effect to the proposed transaction (or will be after making the required prepayments described in the next paragraph), along with a certification that the Borrower has no knowledge of any facts or circumstances that would make any such information inaccurate, incomplete or otherwise misleading in any material respect. To the extent such proposed transaction would result in a failure to comply with the covenants set forth herein, the Borrower shall apply the proceeds of such transaction (together with such additional amounts as may be required), to prepay the Obligations in an amount, as determined by the Administrative Agent, amount equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrower; provided, however, that if the Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Amounts so prepaid shall be applied to the Obligations in accordance with Section 2.232.8.