Common use of Mergers and Sales of Assets Clause in Contracts

Mergers and Sales of Assets. The Borrower shall not, and shall not permit any other Loan Party to: (i) engage in any transaction of merger or consolidation; (ii) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution of such Borrower or other Loan Party); (iii) sell, transfer or otherwise dispose of, in one transaction or a series of transaction, any Borrowing Base Property or any of the direct or indirect Equity Interests of the Subsidiary which owns such Borrowing Base Property, (iv) sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any Substantial Amount of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; unless the following conditions in clauses (a)-(d) are satisfied: (a) with respect to any sale, transfer or disposition of a Borrowing Base Property or any Parcel thereof, such sale, transfer or disposition is consummated in accordance with, Section 4.2; (b) with respect to any sale, transfer or disposition of a non-Borrowing Base Property: (i) the agreement governing such sale is (A) an Existing Sale Agreement, as the same may be amended in compliance with this Agreement or (B) another agreement entered into on market terms at a time when no Default or Event of Default existed (any such agreement, a “Permitted Additional Sale Agreement”), and (ii) with respect to (A) an Existing Sale Agreement, such sale, transfer or disposition is consummated at a time when no Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition and (B) a Permitted Additional Sale Agreement, such sale, transfer or disposition is consummated at a time when no Default or Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition; and (iii) the Borrower shall have made a prepayment of the Loans in accordance with Section 2.10(b) to the extent required thereby. (c) in the case of: (i) a consolidation or merger involving a Borrower, such Borrower shall be the survivor thereof; provided, however, PREIT and PREIT-XXXXX may merge or consolidate with each other or with the Parent so long as (A) immediately prior to such consolidation or merger no Default or Event of Default is or would be in existence, (B) the Borrower shall have given the Administrative Agent at least ten (10) Business Days’ prior written notice of such consolidation or merger, such notice to include a certification as to the matters described in the immediately preceding clause (A), and (C) in the case of a consolidation or merger involving the Parent, the Parent shall be the survivor thereof; or (ii) a consolidation or merger involving a Loan Party other than a Borrower (excluding a Disposition of a Loan Party by way of merger or consolidation which Disposition is not otherwise prohibited by this Agreement), either such Loan Party shall be the survivor thereof; and (d) in the case of the sale of a Substantial Amount of assets, the Parent shall have given the Administrative Agent and the Lenders at least thirty (30) days prior written notice of such sale, such notice to be accompanied by a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Borrower with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, if the sale occurs after December 31, 2021, the financial covenants contained in Section 9.1, after giving effect to such sale. Notwithstanding the foregoing, (x) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business but subject to the terms and conditions of this Agreement, (y) the Borrower and the other Loan Parties may sell, transfer or dispose of assets among themselves except for any Borrowing Base Properties; provided, that all personal property Collateral that is sold, transferred or disposed of among the Loan Parties in accordance with this paragraph shall at all times remain subject to the Collateral Agreement and (z) Subsidiaries that are not Loan Parties may sell, transfer or dispose of assets among themselves and to any of the Loan Parties.

Mergers and Sales of Assets. The Borrower shall not, and shall will not permit (a) consolidate or merge with or into any other Loan Party to: Person or (b) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any other Person; provided that (i) engage in the Borrower may merge with any transaction of another Person if (x) the Borrower is the corporation surviving such merger or consolidation; and (y) after giving effect to such merger, no Default shall have occurred and be continuing and (ii) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution of such the Borrower or other Loan Party); (iii) any Subsidiary may sell, transfer lease or otherwise dispose oftransfer all or substantially all of its assets to a wholly-owned Subsidiary. (d) Section 7.09(c) of the Existing Credit Agreement is hereby amended to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth below: Notwithstanding anything to the contrary set forth in clauses (a) and (b) above (except with respect to the Eureka/MVP JV Entities), in one transaction so long as no Event of Default then exists or a series of transactionwill result therefrom, any Borrowing Base Property (i) the Borrower or any of the direct or indirect Equity Interests of the Subsidiary which owns such Borrowing Base Property, (iv) sell, transfer may sell or otherwise dispose of, in one transaction or a series of transactions, all or transfer any Substantial Amount of its business or assets, or the asset (excluding capital stock of or other Equity Interests equity interests in any of its Subsidiaries, whether now owned or hereafter acquired; unless the following conditions in clauses (a)-(dSubsidiary) are satisfied: (a) with respect to any saleUnrestricted JV Entity, transfer or disposition of a Borrowing Base Property or and any Parcel thereofUnrestricted JV Entity may own such assets, such sale, transfer or disposition is consummated in accordance with, Section 4.2; (b) with respect to any sale, transfer or disposition of a non-Borrowing Base Property: (i) the agreement governing such sale is (A) an Existing Sale Agreement, as the same may be amended in compliance with this Agreement or (B) another agreement entered into on market terms at a time when no Default or Event of Default existed (any such agreement, a “Permitted Additional Sale Agreement”), and (ii) with respect the Borrower or any Subsidiary may sell or otherwise transfer capital stock of or other equity interests in any Subsidiary to (A) an Existing Sale Agreementany Unrestricted JV Entity, and any Unrestricted JV Entity may own such salecapital stock or other equity interests, so long as such Subsidiary is not a “Subsidiary” of the Borrower under this Agreement after giving effect to such sale or transfer or disposition is consummated at a time when no Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition and (B) a Permitted Additional Sale Agreement, such sale, transfer or disposition is consummated at a time when no Default or Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition; and (iii) the Borrower shall have made a prepayment and any Subsidiary of the Loans in accordance with Section 2.10(bBorrower may provide credit support (including issuing and maintaining letters of credit, guaranties (other than guaranties of Debt for borrowed money) and surety and performance bonds on behalf of any Unrestricted JV Entity) to the extent required thereby. (c) in the case of: (i) a consolidation or merger involving a Borrower, such Borrower shall be the survivor thereof; provided, however, PREIT and PREIT-XXXXX may merge or consolidate with each other or with the Parent so long as (A) immediately prior any Unrestricted JV Entity pursuant to such consolidation or merger no Default or Event of Default is or would be in existence, (B) the Borrower shall have given the Administrative Agent at least ten (10) Business Days’ prior written notice of such consolidation or merger, such notice to include a certification as to the matters described in the immediately preceding clause (A), and (C) in the case of a consolidation or merger involving the Parent, the Parent shall be the survivor thereof; or (ii) a consolidation or merger involving a Loan Party other than a Borrower (excluding a Disposition of a Loan Party by way of merger or consolidation which Disposition is not otherwise prohibited by this Agreement), either such Loan Party shall be the survivor thereof; and (d) in the case of the sale of a Substantial Amount of assets, the Parent shall have given the Administrative Agent and the Lenders at least thirty (30) days prior written notice of such sale, such notice to be accompanied by a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Borrower with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, if the sale occurs after December 31, 2021, the financial covenants contained in Section 9.1, after giving effect to such sale. Notwithstanding the foregoing, (x) agreements between the Borrower, the other Loan Parties any Subsidiary and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), any Unrestricted JV Entity entered into in the ordinary course of their business but subject to the terms and conditions of this Agreement, business. (ye) the Borrower and the other Loan Parties may sell, transfer or dispose of assets among themselves except for any Borrowing Base Properties; provided, that all personal property Collateral that is sold, transferred or disposed of among the Loan Parties in accordance with this paragraph shall at all times remain subject to the Collateral Agreement Clauses (h) and (zi) Subsidiaries that are not Loan Parties may sell, transfer or dispose of assets among themselves and to any Section 8.01 of the Loan Parties.Existing Credit Agreement are hereby amended to (i) delete the stricken text (indicated textually in the same manner as the following example: stricken text) and (ii) to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth below:

Mergers and Sales of Assets. The Borrower shall not, and shall not permit any other Loan Party to: (i) engage in Merge or consolidate with any transaction other Person unless (and so long as no Event of merger Default shall have occurred and be continuing) either (i) such Borrower is the surviving company, or consolidation; (ii) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution of the Person with whom such Borrower is merged or other consolidated is a Person formed under the laws of the United States or any state or subdivision thereof, if such surviving Person assumes obligations of the Borrower under the Loan Party)Documents as evidenced by a written instrument in form and substance satisfactory to the Agent; provided that in the case of MEMC Pasadena, the surviving company shall be a wholly-owned subsidiary of MEMC. (iiiii) sellSell, lease, transfer or otherwise dispose of, in one transaction or a series of transaction, any Borrowing Base Property or any of its assets, except (A) sales and dispositions in the direct or indirect Equity Interests of the Subsidiary which owns such Borrowing Base Property, (iv) sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any Substantial Amount ordinary course of its business (including the disposition or repossessed assets), (B) dispositions of obsolete, worn out or surplus property disposed of in the capital stock ordinary course of business, including sales of assets of closed production facilities, (C) sales, leases, transfers or other Equity Interests in dispositions of assets by a wholly-owned Subsidiary of any of its Subsidiaries, whether now owned or hereafter acquired; unless the following conditions in clauses (a)-(d) are satisfied: (a) with respect Borrower to any other wholly-owned Subsidiary of any Borrower; provided, that this clause (C) shall not permit a sale, lease, transfer or disposition of a Borrowing Base Property or any Parcel thereof, such sale, transfer or disposition is consummated in accordance with, Section 4.2; (b) with respect assets by MEMC Pasadena to any sale, transfer of its Subsidiaries or disposition to any Subsidiary of a non-Borrowing Base Property: MEMC (i) the agreement governing such sale is (A) an Existing Sale Agreement, as the same may be amended in compliance with this Agreement or (B) another agreement entered into on market terms at a time when no Default or Event of Default existed (any such agreement, a “Permitted Additional Sale Agreement”), and (ii) with respect to (A) an Existing Sale Agreement, such sale, transfer or disposition is consummated at a time when no Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition and (B) a Permitted Additional Sale Agreement, such sale, transfer or disposition is consummated at a time when no Default or Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition; and (iii) the Borrower shall have made a prepayment of the Loans in accordance with Section 2.10(b) to the extent required thereby. (c) in the case of: (i) a consolidation or merger involving a Borrower, such Borrower shall be the survivor thereof; provided, however, PREIT and PREIT-XXXXX may merge or consolidate with each other or with the Parent so long as (A) immediately prior to such consolidation or merger no Default or Event of Default is or would be in existence, (B) the Borrower shall have given the Administrative Agent at least ten (10) Business Days’ prior written notice of such consolidation or merger, such notice to include a certification as to the matters described in the immediately preceding clause (A), and (C) in the case of a consolidation or merger involving the Parent, the Parent shall be the survivor thereof; or (ii) a consolidation or merger involving a Loan Party other than a Borrower (excluding a Disposition of a Loan Party by way of merger the sales or consolidation which Disposition is not otherwise prohibited by this Agreement), either such Loan Party shall be the survivor thereof; and (d) in the case of the sale of a Substantial Amount of assets, the Parent shall have given the Administrative Agent and the Lenders at least thirty (30) days prior written notice of such sale, such notice to be accompanied by a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Borrower with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, if the sale occurs after December 31, 2021, the financial covenants contained in Section 9.1, after giving effect to such sale. Notwithstanding the foregoing, (x) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), dispositions in the ordinary course of their business but subject business); (D) sales, leases, transfers or other dispositions of assets by any wholly-owned Subsidiary of a Borrower to a Borrower, and (E) sales, transfers or disposition of assets by Borrowers or any Subsidiary of any Borrower, provided, that any such sales, transfers or dispositions covered under this clause (E) shall, for the terms and conditions term of this Agreement, (y) the Borrower and the other Loan Parties may sell, transfer or dispose include assets with an aggregate fair market value of assets among themselves except for any Borrowing Base Properties; provided, that all personal property Collateral that is sold, transferred or disposed of among the Loan Parties in accordance with this paragraph shall at all times remain subject to the Collateral Agreement and (z) Subsidiaries that are not Loan Parties may sell, transfer or dispose of assets among themselves and to any of the Loan Partiesmore than $10,000,000.

Mergers and Sales of Assets. (i) The Borrower shall not, Borrowers and shall Guarantors will not and will not permit any of their Subsidiaries, in a single transaction or through a series of related transactions, to consolidate with or merge with or into any other Loan Party to: (i) engage in any transaction of merger Person or consolidation; (ii) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution of such Borrower or other Loan Party); (iii) sell, transfer assign, convey, transfer, lease or otherwise dispose of, in one transaction or a series of transaction, any Borrowing Base Property or any of the direct or indirect Equity Interests of the Subsidiary which owns such Borrowing Base Property, (iv) sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any Substantial Amount substantially all of its business properties and assets to any other Person or assetsgroup of Persons (other than to effect the imposition of Liens under the Credit Documents), or unless at the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; unless the following conditions in clauses (a)-(d) are satisfiedtime and after giving effect thereto: (a1) with respect to any sale, transfer or disposition of a Borrowing Base Property or any Parcel thereof, such sale, transfer or disposition is consummated in accordance with, Section 4.2; (b) with respect to any sale, transfer or disposition of a non-Borrowing Base Property: (i) the agreement governing such sale is either (A) an Existing Sale Agreement, as the same may be amended in compliance with this Agreement Borrowers and Guarantors or (B) another agreement entered into on market terms at a time when no Default or Event of Default existed (any such agreement, a “Permitted Additional Sale Agreement”), and (ii) with respect to (A) an Existing Sale Agreement, such sale, transfer or disposition is consummated at a time when no Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition and (B) a Permitted Additional Sale Agreement, such sale, transfer or disposition is consummated at a time when no Default or Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition; and (iii) the Borrower shall have made a prepayment of the Loans in accordance with Section 2.10(b) to the extent required thereby. (c) in the case of: (i) a consolidation or merger involving a Borrower, such Borrower shall Subsidiary will be the survivor thereof; provided, however, PREIT and PREIT-XXXXX may merge or consolidate with each other or with the Parent so long as (A) immediately prior to such consolidation or merger no Default or Event of Default is or would be in existence, (B) the Borrower shall have given the Administrative Agent at least ten (10) Business Days’ prior written notice of such consolidation or merger, such notice to include a certification as to the matters described in the immediately preceding clause (A), and (C) continuing corporation in the case of a consolidation or merger involving a Borrower, Guarantor or such Subsidiary, as the Parentcase may be, or (B) the Person (if other than a Borrower or Guarantor) formed by such consolidation or into which such Borrower, Guarantor or Subsidiary is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of such Borrower, Guarantor or Subsidiary (the "Surviving Entity") will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by all relevant documentation in form and substance reasonably satisfactory to the Agent, all the Obligations of such Borrower, Guarantor or Subsidiary, as the case may be, under this Agreement, the Parent Loans and the Notes, the Guaranty, the other Credit Documents and the Warrant Agreement and Warrant Registration Rights Agreement, as the case may be, and the Loans and the Notes, the Guaranty, the other Credit Documents, the Warrant Agreement and the Warrant Registration Rights Agreement as applicable will remain in full force and effect as so supplemented; provided, however, that the exceptions permitted by this clause (1) shall be not apply to any transaction referred to therein whereby prior to the survivor thereof; or (ii) Restructuring any assets are sold, assigned, conveyed, transferred, or otherwise disposed of to CGX or a consolidation or merger involving a Loan Party other than a Borrower (excluding a Disposition of a Loan Party by way of merger or consolidation which Disposition is not otherwise prohibited by this Agreement), either such Loan Party shall be effected whereby CGX is the survivor thereof; andsurviving corporation; (d2) in the case of the sale of a Substantial Amount of assets, the Parent shall have given the Administrative Agent immediately before and the Lenders at least thirty (30) days prior written notice of such sale, such notice to be accompanied by a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Borrower with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, if the sale occurs after December 31, 2021, the financial covenants contained in Section 9.1, immediately after giving effect to such sale. Notwithstanding transaction on a pro forma basis (and treating any Indebtedness not previously an Obligation of a Borrower or Guarantor or any of their Subsidiaries which becomes the foregoingobligation of such Borrower or Guarantor or any of their Subsidiaries 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 continuing; (x3) the Borrowerimmediately after giving effect to such transaction on a pro forma basis (including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the other Loan Parties and Consolidated Net Worth of such Borrower or Guarantor or the other Subsidiaries may lease and sublease their respective assetsSurviving Entity, as lessor or sublessor (as the case may be, is at least equal to the Consolidated Net Worth of such Borrower or Guarantor immediately prior to such transaction; (4) at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have confirmed to the Agent's satisfaction that its Guaranty shall apply to such Person's Obligations under the Credit Documents; (5) at the time of the transaction if any of the property or assets of the Borrowers, Guarantors or any of their Subsidiaries would thereupon become subject to any Lien, such Lien is a Permitted Lien hereunder; (6) such transaction would not result in the loss, material impairment or adverse modification or amendment of any authorization or license of a Borrower or Guarantor or any of their Subsidiaries that could have a Material Adverse Effect; and (7) at the time of the transaction such Borrower, Guarantor or the Surviving Entity will have delivered, or caused to be delivered, to the Agent, in form and substance reasonably satisfactory to the Agent, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction comply with this Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with. (ii) Notwithstanding the foregoing, the provisions of (i) (3) shall not apply to (1) a merger or consolidation between a Borrower or a Guarantor and any of its Subsidiaries or between one or more of its Subsidiaries, and (2) a merger or consolidation of a Borrower or a Guarantor into any Person in a transaction designed solely for the purpose of effecting a change in the jurisdiction of incorporation of such Borrower or Guarantor within the United States of America. (iii) In the event of any transaction (other than a lease) described in and complying with the conditions listed in (i) in which a Borrower or Guarantor is not the surviving Person, such surviving Person shall succeed to, and be substituted for, and may exercise every right and power of such Borrower or Guarantor and such Borrower or Guarantor shall be discharged from all of its Obligations and covenants under this Agreement, the Loans, the Notes, the Guaranty, the Pledge and Security Agreement, the other Credit Documents, the Warrant Agreement and the Warrant Registration Rights Agreement, as the case may be. (iv) The Borrowers and Guarantors will not, and will not permit any Subsidiary, directly or indirectly, whether in a single transaction or a series of related transactions, to consummate an Asset Sale unless (1) no Default or Event of Default has occurred or would occur as a result thereof, (2) at least 75% of the consideration from such Asset Sale is received in cash or other comparable consideration (as described below), and (3) the Borrowers and Guarantors or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale. Such determination of Fair Market Value shall be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such Fair Market Value exceeds $1.0 million. No later than the date of such Asset Sale, the Borrowers and Guarantors shall deliver to the Agent an Officer's Certificate stating that such Asset Sale is permitted hereby and setting forth the basis upon which the calculations required above were computed, together with a copy of any fairness opinion or appraisal required hereby. The following types of consideration shall be deemed "comparable consideration" for the purposes of this covenant: (A) Cash Equivalents, (B) liabilities (contingent or otherwise) of such Borrower, Guarantor or Subsidiary assumed by the transferee (or its designee) such that such Borrower, Guarantor or Subsidiary has no further liability therefor, and (C) any securities, notes or other obligations received by such Borrower, Guarantor or Subsidiary from such transferee that are immediately converted by such Borrower, Guarantor or Subsidiary into cash. Such Borrowers, Guarantors or Subsidiaries shall within 180 days of the Asset Sale use the Net Cash Proceeds to invest in property and other assets that will be used only in the Telecommunications Business or to permanently repay the Loans or Notes, as the case may be. The amount of such Net Cash Proceeds required to be so applied or invested during such 180 day period and not so applied or invested constitutes "Excess Proceeds". When the aggregate amount of Excess Proceeds equals or exceeds $1.5 million, such Borrower or Guarantor, as the case may be, will apply the Excess Proceeds to the repayment of the Loans or Notes as the case may be as follows: The Borrowers or Guarantors, as the case may be, will make an offer to purchase (an "Offer") on a pro rata basis, from all Lenders or Noteholders, in accordance with the procedures set forth herein, in the ordinary course aggregate maximum principal amount (expressed as a multiple of their business but subject $1,000) of Loans or Notes plus accrued and unpaid interest, that may be purchased out of such Excess Proceeds. The offer price for the Loans or Notes will be payable in cash in an amount equal to 100% of the principal amount of the Loans or Notes plus accrued and unpaid interest, if any, to the terms and conditions date such Offer is consummated (the "Offered Price"). If the aggregate principal amount of this AgreementLoans or Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, (y) the Loans or Notes to be purchased shall be purchased on a pro rata basis. Upon the completion of the purchase of all the Loans or Notes tendered pursuant to an Offer the amount of Excess Proceeds, if any, shall be reset at zero. If a Borrower and or Guarantor becomes obligated to make an Offer pursuant hereto, the other Loan Parties may sellLoans or Notes shall be purchased by the Borrowers or Guarantors, transfer at the option of the holders thereof, in whole or dispose in part in integral multiples of assets among themselves except for any Borrowing Base Properties; provided$1,000, that all personal property Collateral on a date that is sold, transferred or disposed of among not earlier than 30 days and not later than 60 days from the Loan Parties in accordance with this paragraph shall at all times remain subject to date the Collateral Agreement and (z) Subsidiaries that are not Loan Parties may sell, transfer or dispose of assets among themselves and to any notice of the Loan PartiesOffer is given to holders, or such later date as may be necessary for the Borrowers or Guarantors to comply with the applicable requirements under the Exchange Act. The Borrowers and Guarantors will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer.

Mergers and Sales of Assets. The Borrower shall not, and shall not permit any other Loan Party to: (i) engage in any transaction of merger or consolidation; (ii) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution of such Borrower or other Loan Party); (iii) sell, transfer or otherwise dispose of, in one transaction or a series of transaction, any Borrowing Base Property or any of the direct or indirect Equity Interests of the Subsidiary which owns such Borrowing Base Property, (iv) sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any Substantial Amount of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; unless the following conditions in clauses (a)-(d) are satisfied: (a) with respect to any sale, transfer or disposition of a Borrowing Base Property or any Parcel thereof, such sale, transfer or disposition is consummated in accordance with, Section 4.2; (b) with respect to any sale, transfer or disposition of a non-Borrowing Base Property: (i) the agreement governing such sale is (A) an Existing Sale Agreement, as the same may be amended in compliance with this Agreement or (B) another agreement entered into on market terms at a time when no Default or Event of Default existed (any such agreement, a “Permitted Additional Sale Agreement”), and and (ii) with respect to (Ato(A) an Existing Sale Agreement, such sale, transfer or disposition is consummated at a time when no Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition and (B) a Permitted Additional Sale Agreement, such sale, transfer or disposition is consummated at a time when no Default or Event of Default exists or would exist immediately following the consummation of such sale, transfer or disposition; and and (iii) the Borrower shall have made a prepayment of the Loans in accordance with Section 2.10(b) to the extent required thereby. (c) in the case of: (i) a consolidation or merger involving a Borrower, such Borrower shall be the survivor thereof; provided, however, PREIT and PREIT-XXXXX may merge or consolidate with each other or with the Parent so long as (A) immediately prior to such consolidation or merger no Default or Event of Default is or would be in existence, (B) the Borrower shall have given the Administrative Agent at least ten (10) Business Days’ prior written notice of such consolidation or merger, such notice to include a certification as to the matters described in the immediately preceding clause (A), and (C) in the case of a consolidation or merger involving the Parent, the Parent shall be the survivor thereof; or or (ii) a consolidation or merger involving a Loan Party other than a Borrower (excluding a Disposition of a Loan Party by way of merger or consolidation which Disposition is not otherwise prohibited by this Agreement), either such Loan Party shall be the survivor thereof; and (d) in the case of the sale of a Substantial Amount of assets, the Parent shall have given the Administrative Agent and the Lenders at least thirty (30) days prior written notice of such sale, such notice to be accompanied by a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Borrower with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, if the sale occurs after December 31, 2021, the financial covenants contained in Section 9.1, after giving effect to such sale. Notwithstanding the foregoing, (x) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business but subject to the terms and conditions of this Agreement, (y) the Borrower and the other Loan Parties may sell, transfer or dispose of assets among themselves except for any Borrowing Base Properties; provided, that all personal property Collateral that is sold, transferred or disposed of among the Loan Parties in accordance with this paragraph shall at all times remain subject to the Collateral Agreement and (z) Subsidiaries that are not Loan Parties may sell, transfer or dispose of assets among themselves and to any of the Loan Parties.