Common use of The Operating Partnership May Consolidate, etc., only on Certain Terms Clause in Contracts

The Operating Partnership May Consolidate, etc., only on Certain Terms. The Operating Partnership will not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1) the Person formed by the consolidation or into which the Operating Partnership is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Operating Partnership substantially as an entirety will be a Person organized and existing under the laws of the United States of America, a State of the United States of America or the District of Columbia and expressly assumes, by one or more supplemental indentures, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the debt securities issued under the Indenture (including the Notes) and the performance of every covenant of the Indenture to be performed or observed by the Operating Partnership; (2) immediately after giving effect to the transaction, no Event of Default under the Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default under the Indenture, will have occurred and be continuing; and (3) the Operating Partnership has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture with respect thereto comply with this Article and that all the conditions precedent relating to the transaction set forth in this Section have been fulfilled.