Common use of Consolidation, Merger, Dissolution, etc Clause in Contracts

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge or consolidate or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Loan Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 7.04 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the any Borrower may merge or consolidate with any of its Subsidiaries; , provided that the such Borrower shall be the continuing or surviving corporation, (b) any Credit Loan Party other than the Parent or the Borrower Potlatch may merge or consolidate with any other Credit Loan Party other than Potlatch; provided that in the Parent case of the merger of any Borrower, such Borrower shall be the continuing or the Borrowersurviving corporation, (c) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any Credit Loan Party other than the Parent Potlatch, provided that such Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Loan Party, (e) any Subsidiary of the a Borrower may merge with any Person that is not a Credit Loan Party in connection with an Asset Disposition permitted under Section 8.57.05, (f) the any Borrower or any Subsidiary of the any Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the a Borrower, the such Borrower shall be the continuing or surviving corporation and (g) any wholly owned Subsidiary of the such Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Loan Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 7.04 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the any Borrower may merge or consolidate with any of its Subsidiaries; , provided that the such Borrower shall be the continuing or surviving corporation, (b) any Credit Loan Party other than the Parent or the Borrower PotlatchDeltic may merge or consolidate with any other Credit Loan Party other than PotlatchDeltic; provided that in the Parent case of the merger of any Borrower, such Borrower shall be the continuing or the Borrowersurviving corporation, (c) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any Credit Loan Party other than the Parent PotlatchDeltic, provided that such Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Loan Party, (e) any Subsidiary of the a Borrower may merge with any Person that is not a Credit Loan Party in connection with an Asset Disposition permitted under Section 8.57.05, (f) the any Borrower or any Subsidiary of the any Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the a Borrower, the such Borrower shall be the continuing or surviving corporation and (g) any wholly owned Subsidiary of the such Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided PROVIDED that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided Subsidiaries PROVIDED that the Borrower shall be the continuing or surviving corporation, (b) subject to the preceding clause (a), any Credit Party (other than the Parent or the Borrower Borrower) may merge or consolidate with any other Credit Party (other than the Parent or the Borrower), (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided PROVIDED that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided PROVIDED that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the The Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.138.4, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that (i) either (A) the Borrower shall be is the continuing or surviving corporationcorporation or (B) the Person formed by or surviving any such merger or consolidation (1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iii) after giving effect to such transaction, no Default or Event of Default exists, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (ii) after giving effect to such transaction, no Default or the Borrower, Event of Default exists and (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, that (i) either (A) the Borrower shall be is the continuing or surviving corporation and or (gB) any Subsidiary of the Borrower may dissolve, liquidate Person formed by or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of surviving any such merger or consolidation (except 1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower or such Subsidiary, as permitted the case may be, under the Credit Documents pursuant to this Section 8.4)an agreement(s) reasonably satisfactory to the Agent, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iii) after giving effect to such transaction, no Default or Event of Default exists.

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit the Parent or any Consolidated Party to merge or consolidate or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit the Parent or any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a an Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Loan Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 7.04 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the any Borrower may merge or consolidate with any of its Subsidiaries; , provided that the such Borrower shall be the continuing or surviving corporation, (b) any Credit Loan Party other than the Parent or the Borrower Potlatch may merge or consolidate with any other Credit Loan Party other than Potlatch; provided that in the Parent case of the merger of any Borrower, such Borrower shall be the continuing or the Borrowersurviving corporation, (c) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any Credit Loan Party other than the Parent Potlatch, provided that such Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Loan Party, (e) any Subsidiary of the a Borrower may merge with any Person that is not a Credit Loan Party in connection with an Asset Disposition permitted under Section 8.57.05, (f) the any Borrower or any Subsidiary of the any Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the a Borrower, the such Borrower shall be the continuing or surviving corporation corporation, and (g) any wholly owned Subsidiary of the any Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporationPerson, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower Consolidated Party may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except for the Transaction and in connection with a Permitted Asset DispositionDisposition or a Qualifying IPO, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 7.10 and 7.137.11, (a) the Borrower may merge be merged or consolidate consolidated with or into any of its Subsidiaries; Restricted Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge be merged or consolidate consolidated with or into any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Restricted Subsidiary of the Borrower may merge be merged or consolidated with or into any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Restricted Subsidiary of the Borrower may merge be merged or consolidated with or into any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Restricted Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit the Parent or any Consolidated Party to merge or consolidate or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated 77 Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit the Parent or any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing -------- provisions of this Section 8.4 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries; , provided that the Borrower shall be the continuing or surviving corporation, (b) -------- any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent Borrower, provided that such Credit Party shall be -------- the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction -------- involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Loan Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 7.04 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the any Borrower may merge or consolidate with any of its Subsidiaries; , provided that the such Borrower shall be the continuing or surviving corporation, (b) any Credit Loan Party other than the Parent or the Borrower Potlatch may merge or consolidate with any other Credit Loan Party other than Potlatch; provided that in the Parent case of the merger of any Borrower, such Borrower shall be the continuing or the Borrowersurviving corporation, (c) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any Credit Loan Party other than the Parent Potlatch, provided that such Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Loan Party, (e) any Subsidiary of the a Borrower may merge with any Person that is not a Credit Loan Party in connection with an Asset Disposition permitted under Section 8.57.05, (f) the any Borrower or any Subsidiary of the any Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the a Borrower, the such Borrower shall be the continuing or surviving corporation corporation, and (g) any wholly owned Subsidiary of the such Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the The Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided PROVIDED that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.138.4, (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided Subsidiaries PROVIDED that (i) the Borrower shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent Borrower PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (ii) after giving effect to such transaction, no Default or the BorrowerEvent of Default exists, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided PROVIDED that (i) such Credit Party shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated 91 Party which is not a Credit PartyParty PROVIDED that, after giving effect to such transaction, no Default or Event of Default exists and (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Consolidated Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a another Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower Consolidated Party shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4)corporation.

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge or consolidate or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).. CHAR1\1351553v8 93

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted an Asset DispositionDisposition permitted by the terms of Section 8.5, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.138.4, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent Borrower or with the BorrowerBorrower subject to compliance with clause (a), (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that (i) such Credit Party shall be the continuing or surviving corporationcorporation and (ii) upon giving effect to such transaction, no Default or Event of Default would exist, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, that if the Borrower is a party to such transaction involves the Borrowermerger, the Borrower shall be the continuing or surviving corporation corporation, and (gf) any Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could would not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted an Asset DispositionDisposition permitted under Section 8.5, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could would not be reasonably be expected likely to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the The Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.138.4, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (ii) after giving effect to such transaction, no Default or the BorrowerEvent of Default exists, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that (i) such Credit Party shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit PartyParty provided that, after giving effect to such transaction, no Default or Event of Default exists and (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Consolidated Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a another Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower Consolidated Party shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4)corporation.

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the The Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the -------- foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.138.4, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that (i) the Borrower shall be -------- the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent Borrower provided that (i) the Credit Parties shall cause to be -------- executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (ii) after giving effect to such transaction, no Default or the BorrowerEvent of Default exists, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that (i) such Credit Party shall be the continuing or -------- surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit PartyParty provided that, after giving effect to such -------- transaction, no Default or Event of Default exists and (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Consolidated Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a another Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower Consolidated Party shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4)corporation.

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) subject to the preceding clause (a), any Credit Party (other than the Parent or the Borrower Borrower) may merge or consolidate with any other Credit Party (other than the Parent or the Borrower), (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted an Acquisition permitted hereunder provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit the Parent or any Consolidated Party to merge or consolidate or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit 74 80 the Parent or any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Loan Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 7.04 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries; , provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Loan Party other than the Parent or the Borrower may merge or consolidate with any other Credit Loan Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any Credit Loan Party other than the Parent Borrower, provided that such Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Loan Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Loan Party in connection with an Asset Disposition permitted under Section 8.57.05, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any wholly owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) subject to the preceding clause (a), any Credit Party (other than the Parent or the Borrower Borrower) may merge or consolidate with any other Credit Party (other than the Parent or the Borrower), (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted an Acquisition permitted hereunder provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood ; provided further that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit notwithstanding anything to the consummation of any such merger or consolidation (except as permitted pursuant to contrary in this Section 8.4), the Borrower may enter into a transaction or series of transactions of merger solely for the purpose of changing its state of incorporation from the State of New York to the State of Delaware; provided that the surviving entity of such transaction or series of related transactions shall enter into an instrument of assumption in form and substance reasonably satisfactory to the Administrative Agent pursuant to which it shall have assumed the obligations of the Borrower under the Credit Documents and shall have provided such legal opinions and other documentation as the Administrative Agent may reasonably request in connection therewith.

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the The Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.138.4, (a) the 101 102 Borrower may merge or consolidate with any of its Subsidiaries; Restricted Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (ii) after giving effect to such transaction, no Default or the BorrowerEvent of Default exists, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that (i) such Credit Party shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if after giving effect to such transaction involves the Borrowertransaction, the Borrower shall be the continuing no Default or surviving corporation and (g) any Subsidiary Event of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4)Default exists.

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Loan Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind - 105 - up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 7.04 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the any Borrower may merge or consolidate with any of its Subsidiaries; , provided that the such Borrower shall be the continuing or surviving corporation, (b) any Credit Loan Party other than the Parent or the Borrower Potlatch may merge or consolidate with any other Credit Loan Party other than Potlatch; provided that in the Parent case of the merger of any Borrower, such Borrower shall be the continuing or the Borrowersurviving corporation, (c) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any Credit Loan Party other than the Parent Potlatch, provided that such Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Loan Party, (e) any Subsidiary of the a Borrower may merge with any Person that is not a Credit Loan Party in connection with an Asset Disposition permitted under Section 8.57.05, (f) the any Borrower or any Subsidiary of the any Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the a Borrower, the such Borrower shall be the continuing or surviving corporation corporation, and (g) any wholly owned Subsidiary of the such Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties Borrower will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.137.4, (a) the Borrower may merge or consolidate with any of its Subsidiaries; , provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or Subsidiary of the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit PartySubsidiary of the Borrower, (ec) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party the Borrower in connection with an Asset Disposition permitted under Section 8.57.5, (fd) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (ge) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the The Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.138.4, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that (i) either (A) the Borrower shall be is the continuing or surviving corporationcorporation or (B) the Person formed by or surviving any such merger or consolidation (1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iii) after giving effect to such transaction, no Default or Event of Default exists, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (ii) after giving effect to such transaction, no Default or the Borrower, Event of Default exists and (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, that (i) either (A) the Borrower shall be is the continuing or surviving corporation and or (gB) any Subsidiary of the Borrower may dissolve, liquidate Person formed by or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of surviving any such merger or consolidation (except 1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower or such Subsidiary, as permitted the case may be, under the Credit Documents pursuant to this an agreement(s) reasonably satisfactory to the Agent, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iii) after giving effect to such transaction, no Default or Event of Default exists. SUBPART 2.8 Amendments to Section 8.48.7(c).. Section 8.7(c). of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries; , provided that (i) the Borrower shall be the continuing or surviving corporationcorporation and (ii) the Administrative Agent has agreed (pursuant to a writing dated as of a recent date prior to such transaction) that such Subsidiary is not a material Subsidiary, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party (other than the Parent Borrower), provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the Borrower, (i) the Borrower shall be the continuing or surviving corporation and (ii) the Person acquired pursuant to such Permitted Acquisition shall be engaged in a business that is substantially similar to the business then engaged in by the Borrower (excluding the business of its Subsidiaries) and (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time time, provided that (i) such dissolution, liquidation or winding up, as applicable, could would not be reasonably be expected likely to have a Material Adverse Effect. It Effect and (ii) unless the 103 Administrative Agent has agreed (pursuant to a writing dated as of a recent date prior to such transaction) that such Subsidiary is understood that this Section 8.4 not a material Subsidiary, the recipient of the assets of such Subsidiary shall not prohibit any be a Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit other than the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4)Borrower.

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset DispositionDisposition or pursuant to the Merger, the Credit Loan Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 7.04 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the any Borrower may merge or consolidate with any of its Subsidiaries; , provided that the such Borrower shall be the continuing or surviving corporation, (b) any Credit Loan Party other than the Parent or the Administrative Borrower may merge or consolidate with any other Credit Loan Party other than the Parent Administrative Borrower; provided that in the case of the merger of any Borrower, such Borrower shall be the continuing or the Borrowersurviving corporation,, (c) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any Credit Loan Party other than the Parent Administrative Borrower, provided that such Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Loan Party, (e) any Subsidiary of the a Borrower may merge with any Person that is not a Credit Loan Party in connection with an Asset Disposition permitted under Section 8.57.05, (f) the any Borrower or any Subsidiary of the any Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the a Borrower, the such Borrower shall be the continuing or surviving corporation and (g) any wholly owned Subsidiary of the such Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted an Asset DispositionDisposition permitted by the terms of Section 8.5, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction or consolidate merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.138.4, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporationcorporation and (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the BorrowerBorrower provided that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that (i) such Credit Party shall be the continuing or surviving corporationcorporation and (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Restricted Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted 91 92 Acquisition provided that, that (i) if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction and (g) any Restricted Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the The Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.138.4, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Restricted Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (ii) after giving effect to such transaction, 100 no Default or the BorrowerEvent of Default exists, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that (i) such Credit Party shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if after giving effect to such transaction involves the Borrowertransaction, the Borrower shall be the continuing no Default or surviving corporation and (g) any Subsidiary Event of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4)Default exists.

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing -------- provisions of this Section 8.4 8.3 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) -------- any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving -------- corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, 8.4 and (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

Consolidation, Merger, Dissolution, etc. Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge enter into any transaction of merger or consolidate consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 7.11 and 7.137.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries; , provided that (i) the Borrower shall be the continuing or surviving corporationcorporation and (ii) the Administrative Agent has agreed (pursuant to a writing dated as of a recent date prior to such transaction) that such Subsidiary is not a material Subsidiary, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party (other than the Parent Borrower), provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition Acquisition, provided that, if such transaction involves the Borrower, (i) the Borrower shall be the continuing or surviving corporation and (ii) the Person acquired pursuant to such Permitted Acquisition shall be engaged in a business that is substantially similar to the business then engaged in by the Borrower (excluding the business of its Subsidiaries) and (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time time, provided that (i) such dissolution, liquidation or winding up, as applicable, could would not be reasonably be expected likely to have a Material Adverse Effect. It Effect and (ii) unless the Administrative Agent has agreed (pursuant to a writing dated as of a recent date prior to such transaction) that such Subsidiary is understood that this Section 8.4 not a material Subsidiary, the recipient of the assets of such Subsidiary shall not prohibit any be a Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit other than the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4)Borrower.