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<br /> 76- � � � J � � S :
<br /> ' , A.RTICLE VII .
<br /> Astsignments ; Subleases ; OperaLir.g Arrangements
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<br /> � SecCion 7 . 01 . No Assignments Escept us Permitted . Escept as otherwise
<br /> provided in this Article , the Company shall not , without the prior consent of the
<br /> �� Lessor and the Trustee , assign this Lease , whether by assi�n�ent or novation .
<br /> : :.s .
<br /> Section 7 . 02 . Maintenance of Corporate Existence ; Permitted Changes and
<br /> Assignments . The Company agrees it shall msintain during the tera of this Lease its
<br /> � �` corporate existence , will not dissolve or otl�enoise dispose of all or substantially all
<br /> �;;
<br /> of its assets and will not coasolidate with or merge into another corporation or permit
<br /> ;� one or more corporations to consolidute with or aerge into it ; provided , however , that
<br /> ihe Company aav do or perform either of the tollowing , suhject to the conditions and
<br /> r requirements set farth in Section 7 . 03 hereof :
<br /> (a) The Company may consolidate with or nerge into ano [her corporation ,
<br /> with or without one or more other corporations , or may permit one or nore other corpor-
<br /> ' ations to consolidate with or merge into the Company ; or ,
<br /> � `�� (b ) the Coapany may transfer all or substantially all of its assets to
<br /> � '� another corporation and thereafter dissolve .
<br /> ?� Section 7 . 03 . Conditions and Requirenents Governin� Perciitted Mergers ,
<br /> t ' Consolidations and Trsnsfers . :1ny merger , consolidation , transier �of assets or other
<br /> act peraitted under the praviso in Section 7 . 02 hereot shall be subject Lo the following
<br /> '' conditions and requiremen[s , as Aentioned in such proviso :
<br /> 'i (a) the [otal Consolidated Tangible Net Worth (hereinafter defined ) of
<br /> , the corporation surviving any such oerger or resulting fron such consolidation or
<br /> to wnon the transfer of such assets shall be made (hereinazter in this Section called
<br /> ``' the "Assignee" ) shall be , following the consunation of such merger , consolidation or
<br /> , ti
<br /> � [ransfer of assets , not less than the total Consolidated Tangible \'e[ ivorth of the Co�pany
<br /> and its subsidiaries ( if sny) im�ediately prior to such �erger , consolidatioa or transfer ;
<br /> i (b) there shall be duly executed an instrument of assignment by novntion ,
<br /> Y acceptable as to �ozia and substance to the Lessor and the Trustee pursuant to w�hic.z the
<br /> .: ` :: assignee shall ussu�e all oz the obligations , duties and liabilities oi the Coapany
<br /> under this Lease and shall becoae and reaa3n iully bound and obli€ated from the etiective .
<br /> date of such assignnent to observe and perLom a11 the te�s , covenants , conditions -
<br /> 1 and provisions thereof in the sane manner and to the same extent as ii such Assignee
<br /> had originally executed this Lease instead of the Coapany ; and
<br /> � (c) there shall be filed with the Lessor and the Trustee signed counter-
<br /> parts of such instru�ent of assignnen[ , acce�panied 6y the signed opinion of counsel
<br /> ` for the Assigneee stating that such inscruWent hss been validly e�ecuted , is in centoraity
<br /> with the requireaents of this Lease and applicable law and is valid and binding upon
<br /> ti
<br /> the Assignee , and that the Assignee is qualified Lo do business in Nebraskn ; and
<br /> (d) there shall be tiled with the Lessor :�nd the Trustee a certificate
<br /> signed by the Assignee stating that the �ssignee is financially responsible and fully
<br /> capable and willing [o fulfill its obligations under this Lease , including the obligation
<br /> to pay rent in the amounts and at tt�e tine required , the obligation to operate , repair
<br /> and maintain at its own espense the Deaised Prenises and to serve the purposes and to
<br /> - fulfill such other responsibilities as are inposed under this Lease , taking into
<br /> consideration the Assignee ' s ratio of current assets to current liabilities , net uorth ,
<br /> �� earnings trends , coverage of all fixed charges , the nature of the industry or business
<br /> involved , i [s inherent stability and other factors deteminative oi the capabilit� of
<br /> the Assignee , financially and othen:ise , to fulfill its obligations under the Lease
<br /> consistently c:ith the purposes of the Act , nnd further showing that the Assignee
<br /> satisfies all of the requirenents set forth in Section 10 . 11 of this Lease with respect
<br /> to the Conpany .
<br /> When the above conditions and requirements of this Section have 6een satisfied , the
<br /> Company shall be relieved oi all fur[her obligations and shall no longez have uny rights •:=.. i :
<br /> under this Lease . ' n ;,,
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<br />� VII-1 � .� �
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