Common use of Issuer May Consolidate, etc., Only on Certain Terms Clause in Contracts

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not merge, consolidate or amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any associated non-recourse or secured obligations), in one or more related transactions, to any Person unless: (1) the Issuer is the surviving Person or the Person formed by or surviving any such merger, consolidation or amalgamation (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a corporation becomes a co-obligor of the Notes; (2) the Successor Company, if other than the Issuer, expressly assumes all the Obligations of the Issuer under this Indenture and the Notes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the Applicable Measurement Period, (A) the Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness under the provisions of Section 10.11(a), or (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to such transaction; and (5) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or disposition and such supplemental indentures or other documents or instruments, if any, comply with this Indenture. (b) The Successor Company shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes and the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding anything to the contrary in this Section 8.01 and Section 8.02, the consummation of the Merger shall be permitted under this Indenture with the only requirement under this Section 8.01 being that, after consummation of the Merger, (x) Nationstar expressly assumes all the Obligations of Merger Sub under this Indenture and each series of the Initial Notes and (y) each of the Subsidiary Guarantors unconditionally guarantees, on a joint and several basis, all of Nationstar’s Obligations under this Indenture and each series of the Initial Notes by executing and delivering a supplemental indenture (the “Completion Date Supplemental Indenture”) substantially in the form set forth in Exhibit A. The Assumption shall be pursuant to the Completion Date Supplemental Indenture. Notwithstanding anything to the contrary in Section 1.03 and this Section 8.01 of this Indenture, no Officer’s Certificate or Opinion of Counsel shall be required in connection with the execution and delivery of the Completion Date Supplemental Indenture. This Article Eight shall not apply to (1) any merger, consolidation or amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, among the Issuer and its Restricted Subsidiaries, (2) a merger, consolidation or amalgamation of the Issuer with or into an Affiliate of the Issuer, solely for the purpose of reincorporating the Issuer in the United States, any state thereof or the District of Columbia or any territory thereof, and (3) any Required Asset Sale or Legacy Loan Portfolio Sale that complies with Section 10.17.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not merge, consolidate or amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any associated non-recourse or secured obligations)whole, in one or more related transactions, to any Person unless: (1) the Issuer is the surviving Person or the Person formed by or surviving any such merger, consolidation or amalgamation (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a corporation becomes a co-obligor of the Notes; (2) the Successor Company, if other than the Issuer, expressly assumes all the Obligations of the Issuer under this Indenture and the Notes, in each case, pursuant to supplemental indentures indentures, joinders to the Security Documents, the ABL Intercreditor Agreement and the First Lien Intercreditor Agreement or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the Applicable Measurement Period, (A) the Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness under the provisions of Section 10.11(a), or, (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio of for the Issuer and its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to such transaction; and, or (C) the Consolidated Total Debt Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries (x) is equal to or less than the Consolidated Total Debt Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction, or (y) is equal to or less than 2.25 to 1.00; (5) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or disposition and such supplemental indentures or other documents or instruments, if any, comply with this Indenture; and (6) to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Successor Company are assets of the type which would constitute Collateral under the Security Documents, the Successor Company will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents. (b) The Successor Company shall will succeed to, and be substituted for, for the Issuer under this Indenture Indenture, the Notes, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement and the Notes other Security Documents, and the Issuer shall automatically be released and discharged from its obligations under this Indenture Indenture, the Notes, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement and the Notesother Security Documents. Notwithstanding anything to the contrary in this Section 8.01 and Section 8.02, the consummation of the Merger shall be permitted under this Indenture with the only requirement under this Section 8.01 being that, after consummation of the Merger, (x8.01(a)(3) Nationstar expressly assumes all the Obligations of Merger Sub under this Indenture and each series of the Initial Notes and (y) each of the Subsidiary Guarantors unconditionally guarantees, on a joint and several basis, all of Nationstar’s Obligations under this Indenture and each series of the Initial Notes by executing and delivering a supplemental indenture (the “Completion Date Supplemental Indenture”) substantially in the form set forth in Exhibit A. The Assumption shall be pursuant to the Completion Date Supplemental Indenture. Notwithstanding anything to the contrary in Section 1.03 and this Section 8.01 of this Indenture, no Officer’s Certificate or Opinion of Counsel shall be required in connection with the execution and delivery of the Completion Date Supplemental Indenture. This Article Eight shall not apply to 4), (1) any mergerRestricted Subsidiary may merge, consolidation consolidate or amalgamationamalgamate with or into or sell, or sale, assignmentassign, transfer, lease, conveyance convey or other disposition otherwise dispose of assets, among all or part of its properties and assets to the Issuer and its or any Restricted Subsidiaries, Subsidiary; and (2) a merger, consolidation or amalgamation of the Issuer may merge, consolidate or amalgamate with or into an Affiliate of the Issuer, solely for the purpose of reincorporating the Issuer in the United States, any state thereof or the District of Columbia or any territory thereof, thereof so long as the amount of Indebtedness of the Issuer and (3) any Required Asset Sale or Legacy Loan Portfolio Sale that complies with Section 10.17its Restricted Subsidiaries is not increased thereby.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not mergenot, in a single transaction or a series of related transactions, (i) consolidate or amalgamate with or merge into any other Person or wind up Persons or permit any other Person to consolidate with or merge into (whether or not the Issuer is the surviving Person), or sell, assign(ii) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other Person or Persons (other than to a Restricted Subsidiary that is or becomes a Guarantor at the time of the properties such transfer, sale, lease, conveyance or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any associated non-recourse or secured obligationsdisposition), in one or more related transactions, to any Person unless: (1) in a transaction in which the Issuer is not the surviving Person or in which the Person formed by Issuer transfers, sells, leases, conveys or surviving otherwise disposes of all or substantially all of its assets to any such mergerother Person, consolidation or amalgamation (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made successor entity is a Person organized or existing under the laws of the jurisdiction United States of organization of the Issuer America or the laws of the United States, any state State thereof or the District of ColumbiaColumbia and shall expressly assume, or any territory thereof (such Personby a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a corporation becomes a co-obligor all of the NotesIssuer’s obligations under this Indenture; (2) the Successor Company, if other than the Issuer, expressly assumes all the Obligations immediately before and after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer under this Indenture (or the successor entity) or a Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and the Notes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trusteebe continuing; (3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transaction and treating any related financing transactions, Debt which becomes an obligation of the Issuer (or the successor entity) or a Restricted Subsidiary as if a result of such transactions had occurred transaction as having been Incurred by the Issuer or such Restricted Subsidiary at the beginning time of the Applicable Measurement Period, transaction, the Issuer (A) the Successor Company or the Issuer would be permitted to incur successor entity) could Incur at least $1.00 of additional Indebtedness under Priority Debt pursuant to Section 909 (or the provisions of Section 10.11(aratio tested thereunder would be no higher than immediately prior to giving effect to such transaction), or; (B4) the Fixed Charge Coverage Ratio for if, as a result of any such transaction, Property of the Issuer (or the Successor Companysuccessor entity) or any Restricted Subsidiary would become subject to a Lien prohibited by the provisions of Section 910, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for or the Applicable Measurement Period immediately prior successor entity to such transactionthe Issuer shall have secured the Notes as required by said covenant; and (5) the Issuer or, if applicable, the Successor Company shall have has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such merger, consolidation, amalgamation, sale, assignmentmerger, transfer, lease, conveyance or disposition and such supplemental indentures or other documents or instruments, if any, comply with this Indenture. (b) The Successor Company shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes and the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding anything to the contrary in this Section 8.01 and Section 8.02, the consummation of the Merger shall be permitted under this Indenture with the only requirement under this Section 8.01 being that, after consummation of the Merger, (x) Nationstar expressly assumes all the Obligations of Merger Sub under this Indenture and each series of the Initial Notes and (y) each of the Subsidiary Guarantors unconditionally guarantees, on a joint and several basis, all of Nationstar’s Obligations under this Indenture and each series of the Initial Notes by executing and delivering a supplemental indenture (the “Completion Date Supplemental Indenture”) substantially in the form set forth in Exhibit A. The Assumption shall be pursuant to the Completion Date Supplemental Indenture. Notwithstanding anything to the contrary in Section 1.03 and this Section 8.01 of this Indenture, no Officer’s Certificate or Opinion of Counsel shall be required in connection with the execution and delivery of the Completion Date Supplemental Indenture. This Article Eight shall not apply to (1) any merger, consolidation or amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assetsand, among the Issuer and its Restricted Subsidiariesif a supplemental indenture is required in connection with such transaction, (2) a mergersuch supplemental indenture, consolidation or amalgamation of the Issuer with or into an Affiliate of the Issuer, solely for the purpose of reincorporating the Issuer in the United States, any state thereof or the District of Columbia or any territory thereof, and (3) any Required Asset Sale or Legacy Loan Portfolio Sale that complies with Section 10.17this Article Seven and that all conditions precedent to such transaction herein have been complied with.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not merge, consolidate or amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any associated non-recourse or secured obligations), in one or more related transactions, to any Person unless: (1) the Issuer is the surviving Person or the Person formed by or surviving any such merger, consolidation or amalgamation (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or the District of Columbia, or any territory thereof Columbia (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a corporation becomes a co-obligor of the Notes; (2) the Successor Company, if other than the Issuer, expressly assumes all the Obligations of the Issuer under this Indenture and the Notes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the Applicable Measurement Period, (A) the Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness under the provisions of Section 10.11(a), or (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to such transaction; and (5) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each each, as applicable, stating that such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or disposition and such supplemental indentures or other documents or instruments, if any, comply with this Indenture. (b) The Successor Company shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes and the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding anything to the contrary in this Section 8.01 and Section 8.02, the consummation of the Merger shall be permitted under this Indenture with the only requirement under this Section 8.01 being that, after consummation of the Merger, (x) Nationstar expressly assumes all the Obligations of Merger Sub under this Indenture and each series of the Initial Notes and (y) each of the Subsidiary Guarantors unconditionally guarantees, on a joint and several basis, all of Nationstar’s Obligations under this Indenture and each series of the Initial Notes by executing and delivering a supplemental indenture (the “Completion Date Supplemental Indenture”) substantially in the form set forth in Exhibit A. The Assumption shall be pursuant to the Completion Date Supplemental Indenture. Notwithstanding anything to the contrary in Section 1.03 and this Section 8.01 of this Indenture, no Officer’s Certificate or Opinion of Counsel shall be required in connection with the execution and delivery of the Completion Date Supplemental Indenture. This Article Eight shall not apply to (1) any merger, consolidation or amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, among the Issuer and its Restricted Subsidiaries, (2) a merger, consolidation or amalgamation of the Issuer with or into an Affiliate of the Issuer, solely for the purpose of reincorporating the Issuer in the United States, any state thereof or the District of Columbia or any territory thereofColumbia, and (3) any Required Asset Sale or Legacy Loan Portfolio Sale that complies with Section 10.17.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not merge, consolidate or amalgamate merge with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any associated non-recourse or secured obligations)assets, in one or more related transactions, to any Person unless: (1) (i) the Issuer is the surviving Person or (ii) the Person formed by or surviving any such merger, consolidation or amalgamation merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or the District of ColumbiaColumbia (in each of (i) and (ii), or any territory thereof (such Person, as the case may be, being herein called the “Successor CompanyIssuer”); provided that in the case where the Successor Company is not a corporation, a corporation becomes a co-obligor of the Notes; (2) the Successor CompanyIssuer, if other than the Issuer, expressly assumes all the Obligations obligations of the Issuer under this Indenture and the Notes, in each case, Notes pursuant to supplemental indentures or other documents or instruments in form and substance reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the Applicable Measurement Period,. (A) the Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the provisions “—Limitation on Incurrence of Section 10.11(a), Indebtedness and Issuance of Disqualified Stock” or (B) the Fixed Charge Coverage Ratio for the Successor Issuer (or and the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio of for the Issuer and its the Restricted Subsidiaries for the Applicable Measurement Period immediately prior to such transaction; (5) in the case of clause (1)(ii) above, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the notes; and (56) in the case of clause (1)(ii) above, the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance merger or disposition transfer and such supplemental indentures or other documents or instrumentsindentures, if any, comply with this Indenturethe Indenture and an Opinion of Counsel stating that the Indenture and Guarantee, as applicable, constitute legal, valid, binding and enforceable obligations of the Issuer or Successor Issuer, as applicable. (b) The Successor Company shall Issuer will succeed to, and be substituted for, the Issuer Issuer, under this Indenture and the Notes and the Issuer shall will automatically be released and discharged from its obligations under this Indenture and the Notes. . (c) Notwithstanding anything to the contrary in this Section 8.01 and Section 8.02, the consummation of the Merger shall be permitted under this Indenture with the only requirement under this Section 8.01 being that, after consummation of the Merger, clauses (x3) Nationstar expressly assumes all the Obligations of Merger Sub under this Indenture and each series of the Initial Notes and (y4) each of the Subsidiary Guarantors unconditionally guarantees, on a joint and several basis, all of Nationstar’s Obligations under this Indenture and each series of the Initial Notes by executing and delivering a supplemental indenture (the “Completion Date Supplemental Indenture”) substantially in the form set forth in Exhibit A. The Assumption shall be pursuant to the Completion Date Supplemental Indenture. Notwithstanding anything to the contrary in Section 1.03 and this Section 8.01 of this Indenture, no Officer’s Certificate or Opinion of Counsel shall be required in connection with the execution and delivery of the Completion Date Supplemental Indenture. This Article Eight shall not apply to 5.01(a): (1) any mergerRestricted Subsidiary may consolidate with, consolidation merge into or amalgamationsell, or sale, assignmentassign, transfer, lease, conveyance convey or other disposition otherwise dispose of assets, among all or part of its properties and assets to the Issuer and its or any Guarantor or, in the case of a Restricted SubsidiariesSubsidiary that is not a Guarantor, any Restricted Subsidiary; (2) a merger, consolidation or amalgamation of the Issuer may consolidate or merge with or into or transfer all or substantially all its properties and assets to an Affiliate of the Issuer, incorporated or organized solely for the purpose of reincorporating or reorganizing the Issuer in another jurisdiction within the laws of the United States, any state thereof or the District of Columbia or any territory thereof, and Columbia; and (3) any Required Asset Sale or Legacy Loan Portfolio Sale that complies with Section 10.17the Transactions and all transactions in connection therewith shall be permitted.