Common use of Prohibition on Fundamental Changes; Disposition of Collateral Clause in Contracts

Prohibition on Fundamental Changes; Disposition of Collateral. Neither Holdco nor any Covered Group Member shall, at any time, directly or indirectly, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or Dispose of all or substantially all of its Property without the Lender’s prior consent, provided that, Holdco and any Covered Group Member may merge with, consolidate with, amalgamate with, or Dispose of all or substantially all of its Property to (and thereafter wind up or dissolve itself), any Person, subject to the following conditions: (i) in the case of any Covered Group Member, such action does not result in the material diminishment of the Collateral, taken as a whole, except in the case of Asset Sales subject to clause (ii) below, (ii) in the case of any such Disposition by a Covered Group Member, the Net Cash Proceeds thereof are applied in accordance with Section 2.5, and (iii) (A) in the case of a merger, consolidation or amalgamation with or into Holdco or the Borrower, Holdco or the Borrower (as the case may be) shall be the continuing or surviving entity or, in the event that Holdco or the Borrower (as the case may be) is not the continuing or surviving entity, or in the case of a Disposition of all or substantially all of Holdco’s or the Borrower’s Property to any other Person, (1) the continuing, surviving or acquiring entity (any of the foregoing, in the case of the Borrower, the “Replacement Borrower” and in the case of Holdco, “Replacement Holdco”) expressly assumes the obligations of Holdco or the Borrower (as applicable) under the Loan Documents and the VEBA Note Facility, (2) the Replacement Borrower or Replacement Holdco (as the case may be) is organized under the laws of a State in the United States, (3) the Replacement Borrower or Replacement Holdco (as the case may be) shall have delivered to the Lender such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender may reasonably request, each in form and substance satisfactory to the Lender in its sole discretion, and (B) in the case of a merger, consolidation or amalgamation with or into any Guarantor, such Guarantor shall be the continuing or surviving entity or, in the event that such Guarantor is not the continuing or surviving entity, (1) the continuing or surviving entity (a “Replacement Guarantor”) expressly assumes the obligations of such Guarantor under the Loan Documents and the VEBA Note Facility or promptly after the consummation of such transaction, the Replacement Guarantor shall become a Guarantor, (2) the Replacement Guarantor is organized under the laws of a State in the United States, and (3) the Replacement Guarantor shall have delivered to the Lender such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender may reasonably request, each in form and substance satisfactory to the Lender in its sole discretion.”

Prohibition on Fundamental Changes; Disposition of Collateral. Neither Holdco nor any No Covered Group Member shall, at any time, directly or indirectly, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or Dispose of all or substantially all of its Property without the Lender’s prior consent, provided that, Holdco and (a) any Covered Group Member may merge with, consolidate with, amalgamate with, or Dispose of all or substantially all of its Property to (and thereafter wind up or dissolve itself), any Personand (b) the Restructuring may occur, in each case subject to the following conditions: (i) in the case of any Covered Group Member, such action does not result in the material diminishment of the Collateral, taken as a whole, except in the case of Asset Sales subject to clause (ii) below, (ii) in the case of any such Disposition by a Covered Group MemberDisposition, the Net Cash Proceeds thereof are applied in accordance with Section 2.5, and (iii) (A) in the case of a merger, consolidation or amalgamation with or into Holdco or the Borrower, Holdco or the Borrower (as the case may be) shall be the continuing or surviving entity or, in the event that Holdco or the Borrower (as the case may be) is not the continuing or surviving entity, or in the case of the Restructuring or a Disposition of all or substantially all of Holdco’s or the Borrower’s Property to any other Person, (1) the continuing, surviving or acquiring entity entity, or in the case of the Restructuring, the intermediate holding company acquiring the equity interests in the Initial Borrower (any of the foregoing, in as the case of the Borrowermay be, the “Replacement Borrower” and in the case of Holdco, “Replacement Holdco”) expressly assumes the obligations of Holdco or the Borrower (as applicable) under the Loan Documents and the VEBA Note Facility, (2) the Replacement Borrower or Replacement Holdco (as the case may be) is organized under the laws of a State in the United States, (3) the Replacement Borrower or Replacement Holdco (as the case may be) shall have delivered to the Lender such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender may reasonably request, each in form and substance satisfactory to the Lender in its sole discretion, and (B) in the case of a merger, consolidation or amalgamation with or into any Guarantor, such Guarantor shall be the continuing or surviving entity or, in the event that such Guarantor is not the continuing or surviving entity, (1) the continuing or surviving entity (a “Replacement Guarantor”) expressly assumes the obligations of such Guarantor under the Loan Documents and the VEBA Note Facility or promptly after the consummation of such transaction, the Replacement Guarantor shall become a Guarantor, (2) the Replacement Guarantor is organized under the laws of a State in the United States, and (3) the Replacement Guarantor shall have delivered to the Lender such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender may reasonably request, each in form and substance satisfactory to the Lender in its sole discretion.”

Prohibition on Fundamental Changes; Disposition of Collateral. Neither Holdco nor any No Covered Group Member shall, at any time, directly or indirectly, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or Dispose of all or substantially all of its Property without the LenderApproving Party’s prior consent, provided that, Holdco and (a) any Covered Group Member may merge with, consolidate with, amalgamate with, or Dispose of all or substantially all of its Property to (and thereafter wind up or dissolve itself), any Personand (b) the Restructuring may occur, in each case subject to the following conditions: (i) in the case of any Covered Group Member, such action does not result in the material diminishment of the Collateral, taken as a whole, except in the case of Asset Sales subject to clause (ii) below, (ii) in the case of any such Disposition by a Covered Group MemberDisposition, the Net Cash Proceeds thereof are applied in accordance with Section 2.5, and (iii) (A) in the case of a merger, consolidation or amalgamation with or into Holdco or the BorrowerIssuer, Holdco or the Borrower (as the case may be) Issuer shall be the continuing or surviving entity or, in the event that Holdco or the Borrower (as the case may be) Issuer is not the continuing or surviving entity, or in the case of the Restructuring or a Disposition of all or substantially all of Holdco’s or the BorrowerIssuer’s Property to any other Person, (1) the continuing, surviving or acquiring entity entity, or in the case of the Restructuring, the intermediate holding company acquiring the equity interests in the Initial Issuer (any of the foregoing, in as the case of the Borrowermay be, the “Replacement Borrower” and in the case of Holdco, “Replacement HoldcoIssuer”) expressly assumes the obligations of Holdco or the Borrower (as applicable) Issuer under the Loan Secured Note Documents and the VEBA Note UST Facility, (2) the Replacement Borrower or Replacement Holdco (as the case may be) Issuer is organized under the laws of a State in the United States, (3) the Replacement Borrower or Replacement Holdco (as the case may be) Issuer shall have delivered to the Lender Noteholder such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender Approving Party may reasonably request, each in form and substance satisfactory to the Lender Approving Party in its sole discretion, and (B) in the case of a merger, consolidation or amalgamation with or into any Guarantor, such Guarantor shall be the continuing or surviving entity or, in the event that such Guarantor is not the continuing or surviving entity, (1) the continuing or surviving entity (a “Replacement Guarantor”) expressly assumes the obligations of such Guarantor under the Loan Secured Note Documents and the VEBA Note UST Facility or promptly after the consummation of such transaction, the Replacement Guarantor shall become a Guarantor, (2) the Replacement Guarantor is organized under the laws of a State in the United States, and (3) the Replacement Guarantor shall have delivered to the Lender Noteholder such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender Approving Party may reasonably request, each in form and substance satisfactory to the Lender Approving Party in its sole discretion.”

Prohibition on Fundamental Changes; Disposition of Collateral. Neither Holdco nor any Covered Group Member shall, at any time, directly or indirectly, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or Dispose of all or substantially all of its Property without the LenderApproving Party’s prior consent, provided that, Holdco and any Covered Group Member may merge with, consolidate with, amalgamate with, or Dispose of all or substantially all of its Property to (and thereafter wind up or dissolve itself), any Person, subject to the following conditions: (i) in the case of any Covered Group Member, such action does not result in the material diminishment of the Collateral, taken as a whole, except in the case of Asset Sales subject to clause (ii) below, (ii) in the case of any such Disposition by a Covered Group Member, the Net Cash Proceeds thereof are applied in accordance with Section 2.5, and (iii) (A) in the case of a merger, consolidation or amalgamation with or into Holdco or the BorrowerIssuer, Holdco or the Borrower Issuer (as the case may be) shall be the continuing or surviving entity or, in the event that Holdco or the Borrower Issuer (as the case may be) is not the continuing or surviving entity, or in the case of a Disposition of all or substantially all of Holdco’s or the BorrowerIssuer’s Property to any other Person, (1) the continuing, surviving or acquiring entity (any of the foregoing, in the case of the BorrowerIssuer, the “Replacement BorrowerIssuer” and in the case of Holdco, “Replacement Holdco”) expressly assumes the obligations of Holdco or the Borrower Issuer (as applicable) under the Loan Secured Note Documents and the VEBA Note UST Facility, (2) the Replacement Borrower Issuer or Replacement Holdco (as the case may be) is organized under the laws of a State in the United States, (3) the Replacement Borrower Issuer or Replacement Holdco (as the case may be) shall have delivered to the Lender Noteholder such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender Approving Party may reasonably request, each in form and substance satisfactory to the Lender Approving Party in its sole discretion, and (B) in the case of a merger, consolidation or amalgamation with or into any Guarantor, such Guarantor shall be the continuing or surviving entity or, in the event that such Guarantor is not the continuing or surviving entity, (1) the continuing or surviving entity (a “Replacement Guarantor”) expressly assumes the obligations of such Guarantor under the Loan Secured Note Documents and the VEBA Note UST Facility or promptly after the consummation of such transaction, the Replacement Guarantor shall become a Guarantor, (2) the Replacement Guarantor is organized under the laws of a State in the United States, and (3) the Replacement Guarantor shall have delivered to the Lender Noteholder such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender Approving Party may reasonably request, each in form and substance satisfactory to the Lender Approving Party in its sole discretion.”