Common use of Consolidations and Mergers Clause in Contracts

Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

Consolidations and Mergers. The Borrower shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiaryof its Material Subsidiaries to, any Securitization Subsidiary directly or any Republic Insurance Entity) toindirectly, liquidate, dissolve, merge, amalgamate, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; Borrower, provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Personcorporation, (ii) or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personcorporation; (b) McKesson Canada or any Subsidiary of McKesson Canada may amalgamate with McKesson Canada or with any one or more of the Borrower’s Subsidiaries and any of the Borrower’s Subsidiaries may amalgamate with any one or more of the Borrower’s Subsidiaries; (other than an Excluded Subsidiaryc) any Subsidiary may sell sell, transfer or transfer exchange all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary; (d) the Borrower may convey, and any Excluded Subsidiary may transfer transfer, lease or otherwise dispose of all or substantially all of its assets pharmacology distribution business to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded wholly-owned Domestic Subsidiary; and (ce) any mergerthe Borrower may merge or consolidate with or into another Person, provided that (i) either (x) the Borrower shall be the continuing or surviving corporation or (y) (A) the successor Person (if other than the Borrower) formed by such consolidation or disposition into which the Borrower is merged (the “Successor”) is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia, and (B) the Successor (if any) shall have expressly assumed all of the Borrower’s Obligations pursuant to documentation in connection with a transaction permitted by Section 7.03 form satisfactory to the Administrative Agent, and (ii) no Default or an Acquisition permitted by Section 7.05Event of Default is in effect immediately prior to or on the date of or would result from such merger or consolidation.

Consolidations and Mergers. The Each Borrower shall agrees that it will not, and shall not nor will the Company permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, or convey, transfer, lease merge with or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of into any other Person, except: provided that if, after giving effect to any of the following, no Default will be in existence: (ai) any Subsidiary may merge or consolidate with the Borrower or with any one or more Subsidiaries; provided that (i) Company if any transaction shall be between the Borrower and a Subsidiary, Company is the Borrower shall be the continuing or corporation surviving Personsuch merger, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned SubsidiaryBorrower may merge or consolidate with any other Borrower, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and which is a Guarantor may merge or consolidate with any other Subsidiary that which is a Guarantor, (iv) any Subsidiary which is not an Excluded Subsidiary, a Borrower or Guarantor may merge or consolidate with any other Subsidiary that which is not an Excluded a Borrower or Guarantor, (v) any Subsidiary shall be which is not a Borrower or a Guarantor may merge or consolidate with any other Subsidiary which is a Borrower or a Guarantor, if the continuing Borrower or Guarantor, as the case may be, is the corporation surviving Person; such merger, and (vi) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) any Subsidiary either (other than an Excluded Subsidiary1) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the such Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all is the corporation surviving such merger or substantially all of its assets to the Borrower or (2) such Person becomes a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the voluntary dissolution or liquidation Administrative Agent) all obligations of such Excluded Borrower or Subsidiary; and , as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) any immediately after giving effect to such merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05no Default shall have occurred and be continuing.

Consolidations and Mergers. The No Borrower shall notdirectly or indirectly, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiaryliquidate, any Securitization Subsidiary or any Republic Insurance Entity) todissolve, merge, amalgamate, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary Borrower (other than the Company) may merge with the Borrower Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Wholly-Owned Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction corporation and the jurisdiction of incorporation of such Borrower shall be between a Subsidiary and a Designated Borrower Jurisdiction; (b) any Borrower (other than the Company) may amalgamate with any one or more of the Company’s Wholly-Owned Subsidiary, Subsidiaries; provided that a Wholly-Owned Subsidiary Borrower shall be the continuing or surviving Person; corporation and (iii) if any transaction the jurisdiction of incorporation of such Borrower shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving PersonDesignated Borrower Jurisdiction; (bc) any Subsidiary Borrower (other than an Excluded Subsidiarythe Company) may sell sell, transfer or transfer exchange all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a Wholly-Owned Subsidiaryanother Borrower; (d) the Company may convey, and any Excluded Subsidiary may transfer transfer, lease or otherwise dispose of all or substantially all of its assets pharmacology distribution business to a wholly-owned Domestic Subsidiary that, simultaneously therewith, executes and delivers to the Administrative Agent a joinder agreement in the form of Exhibit F hereto and becomes a Borrower under this Agreement; provided that the parties hereto acknowledge and agree that prior to such Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may reasonably be required by the Administrative Agent or the Required Lenders, and Notes signed by such new Borrower to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agree that such Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a Subsidiary that is not an Excluded Subsidiary notice in substantially the form of Exhibit G (a “Borrower Notice”) to the Company and the Lenders specifying the effective date upon which such Borrower shall constitute a Borrower for nominal consideration or as a result purposes hereof, whereupon each of the voluntary dissolution Lenders agrees to permit such Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or liquidation Letter of Credit Application may be submitted by or on behalf of such Excluded SubsidiaryBorrower until the date five Business Days after such effective date; and (ce) any mergerthe Company may merge or consolidate with or into another Person, provided that (i) either (x) the Company shall be the continuing or surviving corporation or (y) (A) the successor Person (if other than the Company) formed by such consolidation or disposition into which the Company is merged (the “Successor”) is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia, and (B) the Successor (if any) shall have expressly assumed all of the Company’s Obligations pursuant to documentation in connection with a transaction permitted by Section 7.03 form satisfactory to the Administrative Agent, and (ii) no Default or an Acquisition permitted by Section 7.05Event of Default is in effect immediately prior to or on the date of or would result from such merger or consolidation.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, mergemerge with, consolidate withwith or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except upon not less than five (5) Business Days prior written notice to Agent, (a) any Subsidiary of the Borrower may merge with, consolidate with the Borrower or with any one into, dissolve or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and liquidate into a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, a provided that such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving Personentity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed; and provided, if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (iiib) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a Foreign Subsidiary and a Subsidiary that which is not an Excluded SubsidiaryForeign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary that which is not an Excluded Foreign Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiaryentity, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any mergerother Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and it is not materially disadvantageous to the Lenders and (ii) to the extent such Subsidiary is a Guarantor, consolidation any assets or disposition business not otherwise Disposed of in connection accordance with Section 6.2 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a transaction permitted Credit Party after giving effect to such liquidation or dissolution and (d) any Person that is the target of a Permitted Acquisition may merge into a Credit Party or a Subsidiary of a Credit Party formed solely for the purpose of consummating such Permitted Acquisition; provided that the Credit Party or Subsidiary thereof (which shall become a Credit Party concurrently with the consummation of such Permitted Acquisition) shall be the continuing or surviving entity and all actions reasonably required by Section 7.03 or an Acquisition permitted by Section 7.05Agent, including actions required to grant perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, mergemerge with, consolidate withwith or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except (a) any Restricted Subsidiary of the Borrower may merge with, consolidate with or into, dissolve or liquidate into the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary of the Borrower which is both a Restricted Subsidiary and a Domestic Subsidiary, a provided that the Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving Personentity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed; and provided further, that if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (iiib) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a Foreign Subsidiary and a Subsidiary that which is not an Excluded SubsidiaryForeign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary that which is not an Excluded Foreign Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiaryentity, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any mergerother Restricted Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and it is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Guarantor, consolidation any assets or disposition business not otherwise Disposed of in connection accordance with Section 6.2 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a transaction permitted Credit Party after giving effect to such liquidation or dissolution and (d) any Person that is the target of a Permitted Acquisition may merge into a Credit Party or a Restricted Subsidiary of a Credit Party formed solely for the purpose of consummating such Permitted Acquisition; provided that the Credit Party or Restricted Subsidiary thereof (which shall become a Credit Party concurrently with the consummation of such Permitted Acquisition) shall be the continuing or surviving entity and all actions reasonably required by Section 7.03 or an Acquisition permitted by Section 7.05Agent, including actions required to grant perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, exceptexcept upon not less than five (5) Business Days prior written notice to the Agent: (a) any Subsidiary of the Borrower may merge with with, or dissolve or liquidate into, the Borrower or with any one or more Subsidiaries; a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, provided that (i) if any transaction shall be between the Borrower and or such Wholly-Owned Subsidiary which is a Domestic Subsidiary, the Borrower as applicable, shall be the continuing or surviving Personentity; (b) any Foreign Subsidiary of the Borrower may merge with or dissolve or liquidate into another Foreign Subsidiary of the Borrower provided if a First Tier Foreign Subsidiary is a constituent entity in such merger, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiarydissolution or liquidation, a Wholly-Owned such First Tier Foreign Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personentity; (bc) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiarydispositions in compliance with Section 5.2; and (cd) any merger, a merger or consolidation or disposition in connection with a transaction Permitted Acquisition permitted under Section 5.4(h), so long as the Borrower or another Credit Party is the surviving entity in such merger or consolidation. To the extent the Required Lenders waive the provisions of this Section 5.3 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 7.03 or an Acquisition permitted 5.3, such Collateral (unless sold to a Credit Party) shall be sold free and clear of the Liens created by Section 7.05the Collateral Documents, and the Agent shall take all actions they deem appropriate in order to effect the foregoing.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiaryof its Subsidiaries to, any Securitization Subsidiary or any Republic Insurance Entity) toamalgamate, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except Permitted Acquisitions and except upon not less than five (5) Business Days prior written notice to Agents, (a) any Subsidiary (other than, upon and after the consummation of the Global Reorganization, the Canadian Borrower) of the US Borrower may amalgamate or merge with with, or dissolve or liquidate into, the US Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned SubsidiarySubsidiary of the US Borrower, a provided that such Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving Personentity; and (iii) provided further that if a Credit Party is party to any transaction such merger, dissolution or liquidation, a Credit Party shall be between an Excluded the surviving or continuing entity and all actions reasonably required by US Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of US Agent, shall have been completed, (b) any Subsidiary and of the Canadian Borrower may amalgamate or merge with, or dissolve or liquidate into, the Canadian Borrower or a Wholly-Owned Subsidiary of the Canadian Borrower, provided that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded such Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving Person; entity; provided further that if a Credit Party is party to any such amalgamation or merger, dissolution or liquidation, a Credit Party shall be the surviving or continuing entity and all actions reasonably required by Canadian Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Canadian Agent, shall have been completed, and (bc) any Foreign Subsidiary (other than an Excluded SubsidiaryCanadian Borrower) may sell amalgamate or transfer all merge with or substantially all of its assets (upon voluntary liquidation dissolve or otherwise) to the Borrower liquidate into another Foreign Subsidiary provided if a First Tier Foreign Subsidiary or Canadian Subsidiary is a Wholly-Owned Subsidiaryconstituent entity in such amalgamation, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary merger, dissolution or liquidation of liquidation, such Excluded Subsidiary; and (c) any merger, consolidation First Tier Foreign Subsidiary or disposition in connection with a transaction permitted by Section 7.03 Canadian Subsidiary shall be the continuing or an Acquisition permitted by Section 7.05surviving entity.

Consolidations and Mergers. The Borrower shall notNone of the Borrowers shall, and shall not or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary (other than TCC, to the extent TCC becomes a Borrower pursuant to Section 2.17), including any Subsidiary Borrower, may merge with one of the Borrower Borrowers, or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the surviving Person shall be a Wholly-Owned Subsidiary shall be the continuing or surviving PersonSubsidiary; and (iii) provided, further, that if any such transaction shall be between an Excluded a Subsidiary and a Subsidiary that is not an Excluded SubsidiaryBorrower, the surviving Person shall be a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving PersonBorrower, as applicable; (b) TCC may merge with or sell all or substantially all of its assets to Toro; (c) any Subsidiary (other than an Excluded Subsidiary) TCC, to the extent TCC becomes a Borrower pursuant to Section 2.17), including any Subsidiary Borrower, may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to one of the Borrower Borrowers or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (cd) any merger, consolidation or disposition those transactions otherwise permitted under Section 7.02; and (e) transactions in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05order to consummate Acquisitions.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) transactions all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary (other than an Excluded Subsidiary) may merge with the Borrower Company (provided that the Company shall be the continuing or surviving corporation), or with any one or more Subsidiaries; Subsidiaries (other than an Excluded Subsidiary), provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Personcorporation; it being understood and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiaryagreed that, a Subsidiary that is not notwithstanding the prohibition contained in this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by this clause in the continuing event that such transaction would remove or surviving Personeliminate the condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary (other than an Excluded Subsidiary); it being understood and agreed that, and any Excluded Subsidiary may transfer all or substantially all of its assets to notwithstanding the Borrower or a Subsidiary that is not prohibition contained in this clause, an Excluded Subsidiary for nominal consideration shall be permitted to constitute part of a transaction permitted by this clause in the event that such transaction would remove or as a result of eliminate the voluntary dissolution or liquidation of condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; and; (c) any mergerSubsidiary may merge with or consolidate into any Person (other than an Excluded Subsidiary), provided that (i) at the time of such merger or consolidation, no Default or Event of Default shall exist or result after giving effect to the consummation of such merger or consolidation and (ii) either (x) such Subsidiary shall be the continuing or disposition surviving corporation as a Wholly-Owned Subsidiary of the Company or (y) such Person shall become a Subsidiary of the Company as a result thereto; it being understood and agreed that, notwithstanding the prohibition contained in connection with this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by Section 7.03 this clause in the event that such transaction would remove or eliminate the condition that caused such Excluded Subsidiary to be an Acquisition Excluded Subsidiary; (d) any Excluded Subsidiary may merge with or consolidate into any one or more Excluded Subsidiaries; (e) any Wholly-Owned Subsidiary may liquidate and dissolve into its parent; and (f) dispositions permitted by Section 7.058.02.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries; , provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and corporation, (iiiii) that if any such transaction shall be between an Excluded a Subsidiary Borrower and a Subsidiary that is not an Excluded Subsidiary, a the Subsidiary that is not an Excluded Subsidiary Borrower shall be the continuing or surviving Personcorporation, and (iii) an Included Subsidiary may not merge with the Excluded Subsidiary; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary, and any Excluded ; provided that an Included Subsidiary may transfer all or substantially all of its assets not so sell to the Borrower Excluded Subsidiary; (c) the Company or any Subsidiary may merge with any Person so long as (i) (A) the Company or such Subsidiary shall be the continuing or surviving corporation or (B) in the case of a Subsidiary that is not an Excluded Subsidiary for nominal consideration or merger with a Subsidiary, the acquired Person is, as a result of the voluntary dissolution merger transaction, a Wholly-Owned Subsidiary of the Company and (ii) immediately prior to and after giving effect to such merger, there shall be no Default or liquidation of such Excluded SubsidiaryEvent or Default; and (cd) any the Company may (i) transfer the operating assets of its structurals division to a Wholly-Owned Subsidiary which is an Included Subsidiary or (ii) engage in an internal reorganization transaction, whether involving a share exchange, merger, consolidation share dividend or disposition otherwise, resulting in connection a holding company structure in which the Company's structurals division and each of the Wholly-Owned Subsidiaries are Subsidiaries of the holding company, and whereby the holding company assumes all obligations of the Company under this Agreement pursuant to an assumption agreement in form and substance acceptable to the Required Banks; provided, that in the case of clause (i) and (ii), immediately prior to and after giving effect to the proposed transaction, there shall be no Default or Event of Default, and, in the case of clause (ii), the Agent and the Banks shall have received one or more guarantees, substantially in the form of the Subsidiary Guaranty, of the obligations hereunder and under the other Loan Documents of the holding company and the Subsidiary Borrowers from any Person which, after giving effect to the proposed transaction, would be a Material Subsidiary of the holding company, along with a transaction permitted such other certificates, documents, and opinions related to the proposed transaction, the assumption of the Company's obligations hereunder by Section 7.03 the holding company and such guarantees, as the Agent or an Acquisition permitted by Section 7.05any Bank may reasonably request.

Consolidations and Mergers. The Borrower shall not, and shall will not merge into or consolidate with any Person or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withPerson to merge into it, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all permit any of its assets (whether now owned or hereafter acquired) Subsidiaries to or in favor of any other Persondo so, exceptexcept that: (a) any Subsidiary of the Borrower may merge with the Borrower into or consolidate with any one other Subsidiary, provided that, in the case of any such merger or more Subsidiaries; provided that (i) if any transaction consolidation, the Person formed by such merger or consolidation shall be between a wholly owned Subsidiary of the Borrower and any third-party consents or waivers necessary for such merger or consolidation shall have been obtained, provided further that, (A), in the case of any such merger or consolidation to which a SubsidiaryPledged Subsidiary is a party, the Borrower Person formed by such merger or consolidation shall be a “Pledged Subsidiary” and (B) in the continuing case of any such merger or surviving Personconsolidation to which a Subsidiary Guarantor is a party, (ii) if any transaction the Person formed by such merger or consolidation shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving PersonGuarantor; (b) in connection with any Subsidiary sale or other disposition permitted under Section 5.18 (other than an Excluded Subsidiaryclause (ii) may sell or transfer all or substantially all thereof), any Subsidiary of its assets (upon voluntary liquidation or otherwise) to the Borrower may merge into or a Wholly-Owned Subsidiary, and consolidate with any Excluded Subsidiary may transfer all other Person or substantially all of its assets permit any other Person to the Borrower merge into or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiaryconsolidate with it; and (c) the Borrower may merge with another Person; provided, however, that in each case, such merger or consolidation is otherwise in compliance with this Agreement and immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any merger to which the Borrower is a party, the Borrower is the Person surviving such merger. Notwithstanding any of the foregoing in clauses (a) and (b) of this Section 5.11, consolidation the Borrower will not permit any Subsidiary of the Borrower with any direct or disposition indirect interest in connection (x) a Power Supply Business to consolidate or merge with, any other Person with a direct or indirect interest in any other Power Supply Business or any unrelated business or (y) any unrelated business to consolidate or merge with, any other Person with a direct or indirect interest in any Power Supply Business, subject to the proviso set forth in Section 5.16(b) so that any transaction permitted by Section 7.03 or an Acquisition such proviso shall also be permitted by this Section 7.055.11 (except for consolidations and mergers by any Subsidiary of the Borrower which, after giving pro forma effect to such consolidation or merger, contributed less than 15% of the Parent Operating Cash Flow for the immediately preceding four fiscal quarters and is projected by the Borrower at the time of such consolidation or merger to contribute less than 15% of the Parent Operating Cash Flow for the immediately succeeding four fiscal quarters).

Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other PersonPerson (including, in each case, pursuant to a Division), except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing), (a) any Subsidiary of the Borrower may merge with with, or dissolve or liquidate into, the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, a provided that the Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving Person; entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (iiid) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a Foreign Subsidiary and a Subsidiary that which is not an Excluded SubsidiaryForeign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary that which is not an Excluded Foreign Subsidiary shall be the continuing or surviving Person; entity (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a replacement Foreign Subsidiary that is not an Excluded Foreign Subsidiary for nominal consideration shall be the continuing or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection surviving entity and shall have complied with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.054.13).

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) transactions all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary (other than an Excluded Subsidiary) may merge with the Borrower Company (PROVIDED that the Company shall be the continuing or surviving corporation), or with any one or more Subsidiaries; provided Subsidiaries (other than an Excluded Subsidiary), PROVIDED that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; corporation it being understood and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiaryagreed that, a Subsidiary that is not notwithstanding the prohibition contained in this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by this clause in the continuing event that such transaction would remove or surviving Personeliminate the condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or another Wholly-Owned Subsidiary (other than an Excluded Subsidiary) it being understood and agreed that, notwithstanding the prohibition contained in this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by this clause in the event that such transaction would remove or eliminate the condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; (c) any Subsidiary may merge with or consolidate into any Person (other than an Excluded Subsidiary), PROVIDED that (i) at the time of such merger or consolidation, no Default or Event of Default shall exist or result after giving effect to the consummation of such merger or consolidation and (ii) either (x) such Subsidiary shall be the continuing or surviving corporation as a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all of the Company or substantially all of its assets to the Borrower or (y) such Person shall become a Subsidiary that is not of the Company as a result thereto; it being understood and agreed that, notwithstanding the prohibition contained in this clause, an Excluded Subsidiary for nominal consideration shall be permitted to constitute part of a transaction permitted by this clause in the event that such transaction would remove or as a result of eliminate the voluntary dissolution or liquidation of condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; and (cd) any merger, consolidation Excluded Subsidiary may merge with or disposition in connection with a transaction permitted by Section 7.03 consolidate into any one or an Acquisition permitted by Section 7.05more Excluded Subsidiaries.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except Permitted Acquisitions and except: (a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and (including by way of a Subsidiarymerger, the purpose of which is to reorganize the Borrower into a new domestic jurisdiction), so long as the Borrower shall be the continuing or surviving Person, Person or (ii) if one or more other Restricted Subsidiaries; provided that when any transaction shall be between Person that is a Subsidiary and Credit Party (other than the Borrower) is merging with a Wholly-Owned Restricted Subsidiary, a Wholly-Owned Subsidiary Credit Party shall be the continuing or surviving Person; Person unless the resulting Investment made in connection with a Credit Party merging with a Non-Credit Party shall otherwise be an Investment permitted by Section 5.4; (i) any Subsidiary that is a Non-Credit Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a Non-Credit Party, (ii) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve and (iii) the Borrower or any Restricted Subsidiary may change its legal form if, (A) with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any transaction shall be between an Excluded Subsidiary change in legal form, the Borrower will remain the Borrower and a Subsidiary that is not an Excluded Subsidiary, a Guarantor will remain a Subsidiary that Guarantor unless such Subsidiary Guarantor is not an Excluded Subsidiary otherwise permitted to cease being a Guarantor under this Agreement), (B) with respect to clause (iii), the Administrative Agent shall be have been provided with at least 10 days’ written notice after such change (or such other later period acceptable to the continuing or surviving PersonAdministrative Agent in its sole discretion) and (C) each Credit Party shall take all such actions, executed all such documents, made all such filings as the Administrative Agent may reasonably request in connection therewith in furtherance of satisfaction of the Collateral and Guarantee Requirement; (bc) any Restricted Subsidiary (other than an Excluded Subsidiary) may sell or transfer Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that (A) (i) if the transferor in such a Wholly-Owned Subsidiarytransaction is a Credit Party, then the transferee must be a Credit Party and any Excluded (ii) if the transferor in such a transaction is a Restricted Subsidiary may transfer all or substantially all of its assets to the Borrower then the transferee must be either the Borrower or one of its Restricted Subsidiaries or (B) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 5.4; (d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, in connection with any Permitted Acquisition, the Borrower may merge or consolidate with any other Person; provided that the Borrower shall be the continuing or surviving corporation; (e) so long as no Event of Default has occurred and is continuing or would result therefrom (in the case of a merger, amalgamation or consolidation involving a Credit Party), any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 5.4; provided that is not an Excluded the continuing or surviving Person shall be a Restricted Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation Borrower, which together with each of such Excluded Subsidiaryits Restricted Subsidiaries, shall have complied with the requirements of Section 4.11 to the extent required pursuant to the Collateral and Guarantee Requirement; (f) the consummation of any Permitted Acquisition; and (cg) any so long as no Default or Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation consolidation, amalgamation, dissolution, liquidation or disposition in connection consolidation, the purpose of which is to effect a Disposition permitted pursuant to Section 5.2. The Borrower shall not become a direct Subsidiary of any other Person (such Person, together with any of its Affiliates who hold any Equity Interests of the Borrower, a transaction permitted “Parent Holdco”), unless the Borrower and each such Parent Holdco shall take such actions and deliver such customary documentation as may be reasonably necessary to provide the Administrative Agent and the other Secured Parties the benefit of (x) a guarantee of the Obligations by Section 7.03 or an Acquisition permitted each such Parent Holdco and (y) a pledge of 100% of the Equity Interests of the Borrower held by Section 7.05each such Parent Holdco to secure the Obligations; provided, such Parent Holdco (A) need not be subject to the covenants set forth herein applicable to the Credit Parties generally and (B) shall be subject to a customary “passive holdco” covenant limiting such Parent Holdco’s business and operational activities.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Material Subsidiary or any Republic Insurance Entity) Borrowing Subsidiary to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary Person may merge with the Borrower Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge (i) with the Company, provided that the Company shall be the continuing or surviving corporation, or (ii) with any one or more Subsidiaries; , provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (iiA) if any transaction shall be between a Subsidiary which is not a Wholly-Owned Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; Person and (iiiB) if any transaction shall be between an Excluded a Subsidiary which is not a Borrowing Subsidiary and a Subsidiary that is not an Excluded Borrowing Subsidiary, a Subsidiary that is not an Excluded the Borrowing Subsidiary shall be the continuing or surviving PersonPerson (unless in connection therewith, the Company shall have complied with Section 2.04(b) to terminate such Borrowing Subsidiary); (bc) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (cd) any Subsidiary may merge with any Person and any Person may merge with any Subsidiary, provided that after giving effect thereto (i) the resulting Person shall be a Wholly-Owned Subsidiary and (ii) if a Borrowing Subsidiary is a party to such merger, consolidation or disposition the resulting Person is a Borrowing Subsidiary (unless in connection therewith, the Company shall have complied with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.052.04(b) to terminate such Borrowing Subsidiary).

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiaryof its Material Subsidiaries to, any Securitization Subsidiary directly or any Republic Insurance Entity) toindirectly, liquidate, dissolve, merge, amalgamate, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries; , provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personcorporation; (b) McKesson Canada or any Subsidiary of McKesson Canada may amalgamate with McKesson Canada or with any one or more of the Company’s Subsidiaries and any of the Company’s Subsidiaries may amalgamate with any one or more of the Company’s Subsidiaries; (other than an Excluded Subsidiaryc) any Subsidiary may sell sell, transfer or transfer exchange all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a Wholly-Owned Subsidiary; (d) the Company may convey, and any Excluded Subsidiary may transfer transfer, lease or otherwise dispose of all or substantially all of its assets pharmacology distribution business to a wholly-owned Domestic Subsidiary that, simultaneously therewith, executes and delivers to the Administrative Agent a joinder agreement in the form of Exhibit F hereto and becomes a Domestic Borrower under this Agreement; provided that the parties hereto acknowledge and agree that prior to such Domestic Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may reasonably be required by the Administrative Agent or the Required Lenders, and Notes signed by such new Domestic Borrower to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agree that such Domestic Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a Subsidiary that is not an Excluded Subsidiary notice in substantially the form of Exhibit G (a “Domestic Borrower Notice”) to the Company and the Lenders specifying the effective date upon which such Domestic Borrower shall constitute a Domestic Borrower for nominal consideration or as a result purposes hereof, whereupon each of the voluntary dissolution Lenders agrees to permit such Domestic Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Domestic Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or liquidation Letter of Credit Application may be submitted by or on behalf of such Excluded SubsidiaryDomestic Borrower until the date five Business Days after such effective date; and (ce) any mergerthe Company may merge or consolidate with or into another Person, provided that (i) either (x) the Company shall be the continuing or surviving corporation or (y) (A) the successor Person (if other than the Company) formed by such consolidation or disposition into which the Company is merged (the “Successor”) is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia, and (B) the Successor (if any) shall have expressly assumed all of the Company’s Obligations pursuant to documentation in connection with a transaction permitted by Section 7.03 form satisfactory to the Administrative Agent, and (ii) no Default or an Acquisition permitted by Section 7.05Event of Default is in effect immediately prior to or on the date of or would result from such merger or consolidation.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, mergeliquidate or dissolve its affairs, merge or consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except Permitted Acquisitions and except upon not less than three (3) Business Days prior written notice to Agent (or such shorter period as may be acceptable to Agent), (a) any Subsidiary of the Borrower may dissolve or liquidate into, or may merge with or consolidate with, the Borrower or with any one or more Subsidiaries; a Subsidiary Guarantor, provided that (i) if any transaction shall be between the Borrower and (in the case of a Subsidiarydissolution, the Borrower liquidation, merger or consolidation involving it) or a Subsidiary Guarantor (in all other cases) shall be the continuing or surviving Personentity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed, (iib) any Foreign Subsidiary of the Borrower may dissolve or liquidate into, or may merge or consolidate with, another Foreign Subsidiary of the Borrower, provided if any transaction shall be between a First Tier Foreign Subsidiary and is a Wholly-Owned Subsidiaryconstituent entity in such merger, a Wholly-Owned dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiaryentity, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any mergertransfers of Property pursuant to subsections 5.2(e) and (f) shall be permitted. For purposes of this Section 5.3, consolidation a Person (the “Liquidating Person”) shall be deemed to “dissolve or disposition liquidate into” another Person if such Liquidating Person dissolves or liquidates in connection accordance with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05applicable law and the assets of such Liquidating Person are transferred to such other Person.

Consolidations and Mergers. The Each Borrower shall agrees that it will not, and shall not nor will the Company permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withor merge with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of any Borrower or such Borrower and its assets Subsidiaries take as a whole (whether now owned or hereafter acquired) to or in favor of to, any other Person, except: provided that if, after giving effect to any of the following, no Default will be in existence: (ai) any Subsidiary may merge with the Borrower or with any one consolidate with, or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiarydispose of assets to, the Borrower shall be Company if the continuing or Company, as the case may be, is the corporation surviving Personsuch merger, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned SubsidiaryBorrower may merge or consolidate with, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and dispose of assets to, any other Borrower, (iii) if any transaction shall be between an Excluded Subsidiary and which is a Guarantor may merge or consolidate with, or dispose of assets to any other Subsidiary that which is not an Excluded Subsidiarya Guarantor, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (biv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with, or dispose of assets to, any other Subsidiary which is not a Borrower or Guarantor, (other than an Excluded Subsidiaryv) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the any Subsidiary which is not a Borrower or a Wholly-Owned SubsidiaryGuarantor may merge or consolidate with, and or dispose of assets to, any Excluded other Subsidiary which is a Borrower or a Guarantor, if such Borrower or Guarantor, as the case may be, is the corporation surviving such merger, (vi) any Subsidiary may transfer all sell, transfer, lease or substantially all otherwise dispose of its assets to the a Loan Party and (vii) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the voluntary dissolution or liquidation Administrative Agent) all obligations of such Excluded Borrower or Subsidiary; and , as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) any immediately after giving effect to such merger, consolidation no Default shall have occurred and be continuing. Notwithstanding the foregoing, for the avoidance of doubt, so long as, after giving effect thereto, no Default will be in existence, any consolidations or disposition mergers or dispositions of assets consummated in connection with a transaction the Spin-Off Transaction shall be permitted by Section 7.03 or an Acquisition permitted by Section 7.05under this Agreement.

Consolidations and Mergers. The So long as this Agreement shall remain in effect, the Borrower shall not, and shall not permit consolidate or merge with or into any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, Person or convey, transfer, transfer or lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) as an entirety to or in favor of any other Person, exceptunless: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, either (x) the Borrower shall be the continuing corporation surviving such merger or surviving Person(y) the corporation formed by such consolidation or into which Borrower is merged or the Person which acquires by conveyance, transfer or lease all or substantially all of the assets of the Borrower as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and shall execute and deliver to each Bank an agreement, in form and substance satisfactory to each Bank, containing an assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Borrower; (ii) if any transaction the Borrower or such successor corporation, as the case may be, shall be between have a Subsidiary and a Wholly-Owned Subsidiaryconsolidated net worth (that is, a Wholly-Owned Subsidiary shall be total consolidated assets less total consolidated liabilities) of no less than the continuing net worth (as so determined) of the Borrower immediately prior to such consolidation, merger or surviving conveyance, transfer or lease of all or substantially all of the Borrower’s assets as an entirety to such Person; and and (iii) if immediately after giving effect to such transaction, no Default shall have occurred and be continuing. Upon any transaction shall be between an Excluded Subsidiary and a Subsidiary that consolidation or merger in which the Borrower is not the surviving corporation or any conveyance, transfer or lease of all or substantially all of the assets of the Borrower as an Excluded Subsidiaryentirety in accordance with this Section, a Subsidiary that the successor corporation formed by such consolidation or into which the Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement with the same effect as if such successor corporation had been named as the Borrower herein. No such conveyance, transfer or lease of all or substantially all of the assets of the Borrower as an entirety shall have the effect of releasing the Borrower or any successor corporation which shall theretofore have become such in the manner prescribed in this Section from any liability hereunder. The Borrower will not an Excluded Subsidiary shall be the continuing directly or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell indirectly convey, transfer or transfer lease all or substantially all of its assets (upon voluntary liquidation or otherwise) except pursuant to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by subject to and in compliance with this Section 7.03 or an Acquisition permitted by Section 7.055.02.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, mergeliquidate or dissolve its affairs, merge or consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except upon not less than three (3) Business Days prior written notice to Agent (or such shorter period as may be acceptable to Agent), (a) any Subsidiary of the Borrower may dissolve or liquidate into, or may merge with or consolidate with, the Borrower or with any one or more Subsidiaries; a Subsidiary Guarantor, provided that (i) if any transaction shall be between the Borrower and (in the case of a Subsidiarydissolution, the Borrower liquidation, merger or consolidation involving it) or a Subsidiary Guarantor (in all other cases) shall be the continuing or surviving Personentity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed, (iib) any Foreign Subsidiary of the Borrower may dissolve or liquidate into, or may merge or consolidate with, another Foreign Subsidiary of the Borrower, provided if any transaction shall be between a First Tier Foreign Subsidiary and is a Wholly-Owned Subsidiaryconstituent entity in such merger, a Wholly-Owned dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiaryentity, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any mergertransfers of Property pursuant to subsections 5.2(e) and (f) shall be permitted. For purposes of this Section 5.3, consolidation a Person (the “Liquidating Person”) shall be deemed to “dissolve or disposition liquidate into” another Person if such Liquidating Person dissolves or liquidates in connection accordance with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05applicable law and the assets of such Liquidating Person are transferred to such other Person.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, merge or consolidate with, with or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of into any other Person, except: (a) any Subsidiary may merge with the Borrower Company (provided that the Company shall be the continuing or surviving corporation) or with any one or more Subsidiaries; Subsidiaries (provided that that, (i) if when any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and is merging with a Wholly-Owned Subsidiary, the continuing or surviving Person shall be a Wholly-Owned Subsidiary shall be and (ii) when any Subsidiary is merging with a Guarantor, the continuing or surviving Person; and (iii) if any transaction Person shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving PersonGuarantor); (b) the Company or any Subsidiary may merge with any Person in an Acquisition so long as (i) either (A) the surviving entity is the Company or such Subsidiary; provided that in any such merger involving the Company, the Company shall be the surviving entity; or (B) if the merger involves (1) a Guarantor being absorbed into the target Person, such target Person shall become a Guarantor upon the consummation of the Acquisition and (2) any other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to Subsidiary being absorbed into the Borrower or target Person, such target Person shall become a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution Company upon the consummation of the Acquisition, (ii) such Acquisition is otherwise permitted under this Agreement and (iii) immediately before and after giving effect to such merger no Default or liquidation Event of such Excluded SubsidiaryDefault shall exist; and (c) any mergerSubsidiary may merge with any Person pursuant to a disposition of such Subsidiary or the assets of such Subsidiary, consolidation or disposition in connection with a transaction each case, permitted by under Section 7.03 or an Acquisition permitted by Section 7.057.02.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge merge, amalgamate or consolidate with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and (including by way of a Subsidiarymerger, the purpose of which is to reorganize the Borrower into a new domestic jurisdiction), so long as the Borrower shall be the continuing or surviving Person, Person or (ii) if one or more other Subsidiaries; provided that when any transaction shall be between Person that is a Subsidiary and Credit Party (other than the Borrower) is merging with a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary Credit Party shall be the continuing or surviving Person; and Person unless the resulting Investment made in connection with a Credit Party merging with a Non-Credit Party shall otherwise be an Investment permitted by Section 5.4 (iiiother than subsection 5.4(y)); (i) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiarya Non-Credit Party may merge, a amalgamate or consolidate with or into any other Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; a Non-Credit Party, (bii) any Subsidiary (other than an Excluded Subsidiarythe Borrower) may sell liquidate or transfer dissolve and (iii) the Borrower or any Subsidiary may change its legal form if, (A) with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, the Borrower will remain the Borrower and a Subsidiary that is a Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to cease being a Guarantor under this Agreement), (B) with respect to clause (iii), the Administrative Agent shall have been provided with at least 10 days’ written notice after such change (or such other later period acceptable to the Administrative Agent in its sole discretion) and (C) each Credit Party shall take all such actions, executed all such documents, made all such filings as the Administrative Agent may reasonably request in connection therewith in furtherance of satisfaction of the Collateral and Guarantee Requirement; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that (A) (i) if the transferor in such a Wholly-Owned Subsidiarytransaction is a Credit Party, then the transferee must be a Credit Party and any Excluded (ii) if the transferor in such a transaction is a Subsidiary may transfer all or substantially all of its assets to the Borrower then the transferee must be either the Borrower or one of its Subsidiaries or (B) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 5.4 (other than subsection 5.4(y)); (d) [reserved]; (e) so long as no Event of Default has occurred and is continuing or would result therefrom (in the case of a merger, amalgamation or consolidation involving a Credit Party), any Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 5.4 (other than subsection 5.4(y)); provided that the continuing or surviving Person shall be a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation Borrower, which together with each of such Excluded Subsidiaryits Subsidiaries, shall have complied with the requirements of Section 4.11 to the extent required pursuant to the Collateral and Guarantee Requirement; (f) [reserved]; and (cg) any so long as no Default or Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation consolidation, amalgamation, dissolution, liquidation or disposition in connection with consolidation, the purpose of which is to effect a transaction Disposition permitted by pursuant to Section 7.03 or an Acquisition permitted by Section 7.055.2. The Borrower shall not become a direct Subsidiary of any other Person.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower Company (provided that the Company shall be the continuing or surviving corporation) or with any one or more Subsidiaries; Subsidiaries (provided that (i) if any transaction shall be between the Borrower and a Subsidiarythat, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the continuing or surviving corporation shall be a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person); (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a Wholly-Owned Subsidiary; (c) the Company or any Subsidiary may merge with any Person in connection with the ATI Acquisition, the IKOS Acquisition and the Innoveda Acquisition so long as (i) either (A) the surviving entity is the Company or such Subsidiary; provided that in any such merger involving the Company, the Company shall be the surviving entity; (B) if the merger involves a Subsidiary being absorbed into the target Person, such target Person shall become a Wholly-Owned Subsidiary of Company upon the consummation of the Acquisition; or (C) such merger is otherwise permitted pursuant to clause (a) above, (ii) such Acquisition is otherwise permitted hereunder, and any Excluded Subsidiary may transfer all (iii) immediately before and after giving effect to such merger no Default or substantially all Event of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded SubsidiaryDefault shall exist; and (cd) any mergerSubsidiary may merge with any Person pursuant to a disposition of such Subsidiary or the assets of such Subsidiary, consolidation or disposition in connection with a transaction each case, permitted by under Section 7.03 or an Acquisition permitted by Section 7.057.02.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except Permitted Acquisitions and except pursuant to transactions expressly permitted by Sections 5.2 or 5.4, and except that, upon not less than five Business Days prior written notice to Agent (or such lesser period of notice as Agent, in its sole discretion, may from time to time agree in writing), (a) any Subsidiary of the Borrower may merge with with, or dissolve or liquidate into, the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, a provided that the Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving Person; entity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed, (iiib) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a First Tier Foreign Subsidiary and is a Subsidiary that is not an Excluded Subsidiaryconstituent entity in such merger, a Subsidiary that is not an Excluded dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell entity or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) actions reasonably required by Agent, including actions required to maintain perfected Liens on the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result Stock of the voluntary dissolution or liquidation surviving entity in favor of such Excluded Subsidiary; and Agent, shall have been completed and (c) any mergerPermitted Concept may be merged with and into any Credit Party so long as the Credit Party shall be the continuing or surviving entity and all actions reasonably required by Agent, consolidation or disposition including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05favor of Agent, shall have been completed.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Project Finance Subsidiary or any Republic Insurance EntityInternational Subsidiary) to, merge, merge or consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of of, any other Person, except: (a) any Subsidiary may merge or consolidate with the Borrower or with any one or more Subsidiaries; provided that into (i) if any transaction shall be between the Borrower and a SubsidiaryCompany, provided that the Borrower Company shall be the continuing or surviving Personcorporation, or (ii) any one or more Subsidiaries (other than a Project Finance Subsidiary or an International Subsidiary (unless such merger or consolidation involves only International Subsidiaries)); provided that if (A) any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; entity and (iiiB) if any transaction shall be between an Excluded Subsidiary and involve a Subsidiary that is not an Excluded Principal Operating Subsidiary, a Subsidiary that is not an Excluded Principal Operating Subsidiary shall be the continuing or surviving Personentity; (b) the Company and any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets in compliance with the provisions of Section 7.02; (other than an Excluded Subsidiaryc) any Subsidiary may sell convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a another Wholly-Owned Subsidiary (other than a Project Finance Subsidiary or an International Subsidiary (unless such transaction involves only International Subsidiaries)); (d) any Subsidiary may merge, consolidate or combine with or into any other Person; provided that the successor formed by such consolidation or combination or the survivor of such merger is a Subsidiary and the Company directly or indirectly through Wholly-Owned Subsidiaries owns at least the same percentage of outstanding stock or other equity interests of the successor or survivor Subsidiary as the Subsidiary involved in the consolidation, combination or merger; and provided, further, that (i) the prior, effective written consent or approval to such consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in the case of a merger, consolidation or combination with or into an entity that, if it were a separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets the Pricing Rating immediately before giving effect to the Borrower or a Subsidiary that such transaction is not an Excluded Subsidiary for nominal consideration or below, and the Pricing Rating would not reasonably be expected solely as a result of the voluntary dissolution or liquidation of such Excluded Subsidiarytransaction to decline below, BBB+; and (ce) any the Company may merge, consolidate or combine with another entity if the Company is the Person surviving the merger, consolidation or disposition combination; provided that (i) the prior, effective written consent or approval to such consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in connection the case of a merger, consolidation or combination with or into an entity that, if it were a separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, the Pricing Rating immediately before giving effect to such transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05is not below, and the Pricing Rating would not reasonably be expected solely as a result of such transaction to decline below, BBB+.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except Permitted Business Acquisitions and except upon (in the case of such mergers, consolidations, conveyances, transfers, leases or other dispositions involving an amount in excess of $25,000,000) not less than three (3) Business Days prior written notice to Agent, (a) any Subsidiary Borrower may merge with the with, or dissolve or liquidate into any other Borrower, (b) any Credit Party (other than a Borrower) or Restricted Subsidiary of any Borrower may merge with, or dissolve or liquidate into, any Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned SubsidiarySubsidiary of any Borrower which is a Domestic Subsidiary (provided that, if any party to any such transaction is a Credit Party, the surviving entity of such transaction shall be a Credit Party), provided that such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary but not an Unrestricted Subsidiary shall be the continuing or surviving Person; entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed, and (iiic) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a First Tier Foreign Subsidiary and is a Subsidiary that is not an Excluded Subsidiaryconstituent entity in such merger, a Subsidiary that is not an Excluded dissolution or liquidation, either such First Tier Foreign Subsidiary shall be the continuing or surviving Person; (b) any entity or the resulting First Tier Foreign Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all shall comply with the applicable requirements of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.054.13(a).

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge merge, amalgamate or consolidate with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and (including by way of a Subsidiarymerger, the purpose of which is to reorganize the Borrower into a new domestic jurisdiction), so long as the Borrower shall be the continuing or surviving Person, Person or (ii) if one or more other Subsidiaries; provided that when any transaction shall be between Person that is a Subsidiary and Credit Party (other than the Borrower) is merging with a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary Credit Party shall be the continuing or surviving Person; and Person unless the resulting Investment made in connection with a Credit Party merging with a Non-Credit Party shall otherwise be an Investment permitted by Section 5.4 (iiiother than subsection 5.4(y)); (i) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiarya Non-Credit Party may merge, a amalgamate or consolidate with or into any other Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; a Non-Credit Party, (bii) any Subsidiary (other than an Excluded Subsidiarythe Borrower) may sell liquidate or transfer dissolve and (iii) the Borrower or any Subsidiary may change its legal form if, (A) with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, the Borrower will remain the Borrower and a Subsidiary that is a Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to cease being a Guarantor under this Agreement), (B) with respect to clause (iii), the Administrative Agent shall have been provided with at least 10 days’ written notice after such change (or such other later period acceptable to the Administrative Agent in its sole discretion(acting at the direction of the Required Lenders)) and (C) each Credit Party shall take all such actions, executed all such documents, made all such filings as the Administrative Agent may reasonably request in connection therewith in furtherance of satisfaction of the Collateral and Guarantee Requirement; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that (A) (i) if the transferor in such a Wholly-Owned Subsidiarytransaction is a Credit Party, then the transferee must be a Credit Party and any Excluded (ii) if the transferor in such a transaction is a Subsidiary may transfer all or substantially all of its assets to the Borrower then the transferee must be either the Borrower or one of its Subsidiaries or (B) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 5.4 (other than subsection 5.4(y)); (d) [reserved]; (e) so long as no Event of Default has occurred and is continuing or would result therefrom (in the case of a merger, amalgamation or consolidation involving a Credit Party), any Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 5.4 (other than subsection 5.4(y)); provided that the continuing or surviving Person shall be a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation Borrower, which together with each of such Excluded Subsidiaryits Subsidiaries, shall have complied with the requirements of Section 4.11 to the extent required pursuant to the Collateral and Guarantee Requirement; (f) [reserved](x) Dispositions to the SPV Subsidiaries and/or the ABS Note Subsidiaries that are required pursuant to the terms of the ABS Documentation and (y) Permitted Receivables Transfers in connection with a Permitted Receivables Facility and in accordance with the terms of the applicable Permitted Receivables Facility; and (cg) any so long as no Default or Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation consolidation, amalgamation, dissolution, liquidation or disposition in connection with consolidation, the purpose of which is to effect a transaction Disposition permitted by pursuant to Section 7.03 or an Acquisition permitted by Section 7.055.2. The Borrower shall not become a direct Subsidiary of any other Person.

Consolidations and Mergers. The Borrower shall not, and shall will not merge into or consolidate with any Person or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withPerson to merge into it, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all permit any of its assets (whether now owned or hereafter acquired) Subsidiaries to or in favor of any other Persondo so, exceptexcept that: (a) any Subsidiary of the Borrower may merge with the Borrower into or consolidate with any one other Person, provided that, in the case of any such merger or more Subsidiaries; provided that (i) if any transaction consolidation, the Person formed by such merger or consolidation shall be between a wholly owned Subsidiary of the Borrower and any third-party consents or waivers necessary for such merger or consolidation shall have been obtained, provided further that, in the case of any such merger or consolidation to which a SubsidiaryPledged Subsidiary is a party, the Borrower Person formed by such merger or consolidation shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned “Pledged Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person”; (b) in connection with any Subsidiary sale or other disposition permitted under Section 5.18 (other than an Excluded Subsidiaryclause (ii) may sell or transfer all or substantially all thereof), any Subsidiary of its assets (upon voluntary liquidation or otherwise) to the Borrower may merge into or a Wholly-Owned Subsidiary, and consolidate with any Excluded Subsidiary may transfer all other Person or substantially all of its assets permit any other Person to the Borrower merge into or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiaryconsolidate with it; and (c) the Borrower may merge with another Person; provided, however, that in each case, such merger or consolidation is otherwise in compliance with this Agreement and immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any merger to which the Borrower is a party, the Borrower is the Person surviving such merger. Notwithstanding any of the foregoing in clauses (a) and (b) of this Section 5.11, consolidation the Borrower will not permit any Subsidiary of the Borrower with any direct or disposition indirect interest in connection (x) a Power Supply Business to consolidate or merge with, any other Person with a direct or indirect interest in any other Power Supply Business or any unrelated business or (y) any unrelated business to consolidate or merge with, any other Person with a direct or indirect interest in any Power Supply Business, except that (1) any transaction that if made as an Investment would be permitted by Section 7.03 or an Acquisition 5.16 shall also be permitted by this Section 7.055.11 and (2) any Subsidiary of the Borrower may merge or consolidate with any other Subsidiary of the Borrower, so long as each such Subsidiary individually contributed less than 20% of the Parent’s Operating Cash Flow for the immediately preceding four fiscal quarters (in each case, after giving pro forma effect to all prior Investments in and prior acquisitions by each such Subsidiary) and is projected by the Borrower at the time of such consolidation or merger to contribute less than 20% of the Parent Operating Cash Flow for the immediately succeeding four fiscal quarters (without giving pro forma effect to such merger or consolidation).

Consolidations and Mergers. The Borrower and each Guarantor shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiaryof the Restricted Subsidiaries to, any Securitization Subsidiary directly or any Republic Insurance Entity) toindirectly, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary Guarantor may merge with the Borrower or with any one or more SubsidiariesWholly Owned Subsidiary that is a Guarantor; provided provided, that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, corporation in the case of a merger involving the Borrower; (iib) if any transaction shall be between Restricted Subsidiary that is not a Specified Subsidiary and may merge with the Borrower or a Wholly-Owned Subsidiary, a Wholly-Wholly Owned Subsidiary that is a Restricted Subsidiary; provided, that in the case of a merger involving the Borrower or a Guarantor, the Borrower or such Guarantor shall be the continuing or surviving Person; corporation; (c) any Guarantor or other Restricted Subsidiary may make Dispositions to the Borrower or another Wholly Owned Subsidiary that is a Guarantor and (iii) if any transaction shall be between an Excluded Subsidiary and a Restricted Subsidiary that is not an Excluded Subsidiary, a Specified Subsidiary may make Dispositions to any other Restricted Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Wholly Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (cd) any merger, consolidation or disposition other Disposition of a Restricted Subsidiary the purpose and effect of which is to consummate a Disposition permitted under Section 8.2 that does not involve a merger, consolidation or Disposition of all or substantially all the assets of the Borrower, so long as, in connection with a transaction permitted by Section 7.03 each case, immediately before and after giving effect to such merger, consolidation, or an Acquisition permitted by Section 7.05other Disposition, no Default or Event of Default has occurred or is continuing or would result therefrom.

Consolidations and Mergers. The Borrower shall Company will not, and shall not nor will it permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withor merge with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of any Borrower or such Borrower and its assets Subsidiaries taken as a whole (whether now owned or hereafter acquired) to or in favor of to, any other Person, except: provided that if, after giving effect to any of the following, no Default will be in existence: (ai) any Subsidiary may merge with the Borrower or with any one consolidate with, or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiarydispose of assets to, the Borrower shall be Company if the continuing or Company, as the case may be, is the corporation surviving Personsuch merger, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned SubsidiaryBorrower may merge or consolidate with, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and dispose of assets to, any other Borrower, (iii) if any transaction shall be between an Excluded Subsidiary and which is a Guarantor may merge or consolidate with, or dispose of assets to any other Subsidiary that which is not an Excluded Subsidiarya Guarantor, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (biv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with, or dispose of assets to, any other Subsidiary which is not a Borrower or Guarantor, (other than an Excluded Subsidiaryv) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the any Subsidiary which is not a Borrower or a Wholly-Owned SubsidiaryGuarantor may merge or consolidate with, and or dispose of assets to, any Excluded other Subsidiary which is a Borrower or a Guarantor, if such Borrower or Guarantor, as the case may be, is the corporation surviving such merger, (vi) any Subsidiary may transfer all sell, transfer, lease or substantially all otherwise dispose of its assets to the a Loan Party and (vii) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the voluntary dissolution or liquidation Administrative Agent) all obligations of such Excluded Borrower or Subsidiary; and , as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) any immediately after giving effect to such merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05no Default shall have occurred and be continuing.

Consolidations and Mergers. The Borrower shall notConsolidate or merge into or with any Person, and shall or enter into any binding agreement to do so which is not contingent on obtaining the consent of the Required Lenders, or permit any Subsidiary (other than Credit Party so to do, except any Allied Unrestricted Subsidiary, any Securitization Subsidiary one or any Republic Insurance Entity) to, merge, consolidate with, or convey, transfer, lease or otherwise dispose more of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, exceptthe following: (a) the Parent Borrower may at any Subsidiary may time consolidate or merge with the Borrower into or with any one or more Subsidiaries; Person, provided that (iexcept in the case of any such consolidation or merger entered into solely for the purpose of effecting a re-incorporation of the Parent Borrower in another jurisdiction within the United States) if any transaction shall be between the Borrower and a Subsidiary, the Parent Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personsurvivor thereof; (b) any Subsidiary Borrower may at any time consolidate or merge into or with any Person, provided that (other than an Excluded Subsidiaryi) may sell such Subsidiary Borrower is the survivor thereof, or transfer all or substantially all of its assets (upon voluntary liquidation or otherwiseii) to immediately after giving effect thereto, the Subsidiary Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation Obligations of such Excluded Subsidiary; andSubsidiary Borrower shall have been paid in full; (c) any mergerSubsidiary Borrower which is a Domestic Borrower may at any time consolidate or merge into or with the Parent Borrower, consolidation provided that the Parent Borrower is the survivor thereof; and (d) any Subsidiary Borrower may at any time consolidate or disposition merge into or with any other Subsidiary Borrower, provided that (i) such other Subsidiary Borrower shall be organized under the laws of, and have its principal office in, the same national jurisdiction as such Subsidiary Borrower, and (ii) such other Subsidiary Borrower shall have assumed in connection with a transaction permitted by manner in all respects reasonably satisfactory to the Administrative Agent all of the obligations and liabilities of such Subsidiary Borrower under the Loans Documents, in each case whether fixed, contingent, then existing or thereafter arising, created, assumed, incurred or acquired, and whether before or after the occurrence of any Event of Default under Section 7.03 9.1(g) or an Acquisition permitted by Section 7.05(h).

Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, mergeenter into any merger, consolidate withconsolidation or amalgamation, or conveyliquidate, transferwind up or dissolve itself (or suffer any liquidation or dissolution), lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, exceptexcept that: (ai) any Subsidiary may merge with of the Borrower may be merged or consolidated with any one or more Subsidiariesinto the Borrower; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Personcorporation, (ii) if any transaction shall Subsidiary of the Borrower may be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary merged or consolidated with or into any Guarantor; provided that either (x) the Guarantor shall be the continuing or surviving Person; corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Guarantor and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary of the Borrower that is not an Excluded Subsidiary, a Guarantor may be merged or consolidated with or into any other Subsidiary of the Borrower that is not an Excluded a Guarantor or any other Subsidiary shall be of the continuing Borrower that is a Guarantor if such Guarantor is the surviving entity or the Borrower if the Borrower is the surviving Personentity; (b) any Subsidiary (other than an Excluded Subsidiary) of the Borrower may sell Dispose of any or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) in a Disposition permitted by Section 8.02 or to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; andGuarantor; (c) any Investment expressly permitted by Section 8.04 may be structured as a merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 amalgamation, subject to clause (a)(i) above; and (d) the Borrower may consummate, or an Acquisition permitted by Section 7.05cause the consummation of, the Merger.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Restricted Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Restricted Subsidiary may merge with the Borrower Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Restricted Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Restricted Subsidiary and a Whollywholly-Owned owned Restricted Subsidiary, a Whollythe wholly-Owned owned Restricted Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personcorporation; (b) any Restricted Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a Whollyanother wholly-Owned owned Restricted Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and; (c) any mergerRestricted Subsidiary may merge with any Person to effectuate an acquisition of such Person whereafter the surviving corporation in such merger is a Restricted Subsidiary; provided, consolidation that such acquisition is permitted pursuant to Section 8.04; and (d) the Company may merge or disposition consolidate with Holdings so long as (i) the Company is the surviving entity of such merger or consolidation, (ii) Holdings has no Indebtedness outstanding (or securities that are convertible into or exchangeable for Indebtedness) immediately prior to such merger or consolidation, (iii) Holdings has no other liabilities or obligations outstanding in connection with a transaction permitted by Section 7.03 the opinion of the Administrative Agent and (iv) after giving effect to such merger or an Acquisition permitted by Section 7.05consolidation, no Default or Event of Default shall have occurred and be continuing.

Consolidations and Mergers. The Borrower Each Loan Party shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary of Parent may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and (provided, that a Subsidiary, the Borrower shall be the continuing or surviving Person), or (ii) any one or more other Subsidiaries of Parent (provided, that (A) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iiiB) if any transaction shall be between an Excluded a Subsidiary and a Subsidiary that is not an Excluded SubsidiaryLoan Party, a Subsidiary that is not an Excluded Subsidiary the Loan Party shall be the continuing or surviving Person); (b) as permitted by Section 8.02; (c) any Subsidiary (other than an Excluded Subsidiary) of Parent may distribute or sell or transfer all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the any Borrower or to a Wholly-Owned Subsidiary; provided, and any Excluded that if the Subsidiary may transfer all distributing or substantially all of selling its assets is a Loan Party, then the Person purchasing or otherwise receiving the assets must also be a Loan Party; provided further, that no such distribution or sale by any Borrower to any Guarantor shall be permitted hereunder unless Administrative Borrower shall have provided to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation Agent at least five Business Days prior written notice of such Excluded Subsidiarydistribution or sale and an updated Borrowing Base Certificate demonstrating that after giving effect to the consummation of such distribution or sale, no Overadvance shall have occurred or would result therefrom; and (cd) Any Subsidiary of Parent may merge with or consolidate into any other Person that is not a Subsidiary; provided, that (i) in the case of any Borrower, a Borrower shall be the continuing or surviving Person, (ii) if a Loan Party is a party to such merger, then the surviving or continuing entity must be a Loan Party or become a Loan Party in accordance with Section 7.13, (iii) such merger or consolidation or disposition is in connection with a transaction permitted by Section 7.03 Permitted Acquisition, and (iv) no such merger or an Acquisition permitted by Section 7.05consolidation shall be made while there exists a Default or if a Default would occur as a result thereof.

Consolidations and Mergers. The Borrower No Loan Party shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) (i) any Loan Party may merge with the Company, provided that the Company shall be the continuing or surviving Person, (ii) any Loan Party may merge with the Borrower provided that the Borrower shall be the continuing or surviving Person (unless the Borrower is merging with the Company), (iii) any Lessor Subsidiary may merge with the Borrower Company or with any one or more Subsidiaries; the Borrower, provided that (i) if any transaction shall be between the Borrower and a Subsidiary, Company or the Borrower shall be the continuing or surviving Person, (iv) any Lessee Subsidiary may merge with any Restricted Subsidiary, or (v) (subject to the provisions in clauses (i) and (ii) above) any Loan Party may merge with any one or more such Loan Parties, provided that (A) if any such Person merges with a Lessor Subsidiary, the Lessor Subsidiary shall be the continuing or surviving Person, (B) if any such transaction shall be between a Loan Party which is a Wholly Owned Subsidiary and a Wholly-Loan Party which is not a Wholly Owned Subsidiary, a Wholly-the Wholly Owned Subsidiary shall be the continuing or surviving Person; Person and (iiiC) if any transaction nothing contained in this clause (v) shall be between an Excluded deemed to permit Lessor Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be to merge with any Person other than the continuing Company or surviving Personthe Borrower; (bi) any Subsidiary Loan Party (other than an Excluded Subsidiarythe Borrower) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company, the Borrower or a Wholly-Wholly Owned Subsidiary, and Subsidiary that is a party to the Guaranty Agreement; (ii) the Borrower or any Excluded Lessor Subsidiary may transfer sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company; and (iii) the Borrower or any Lessor Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) other than assets comprising any Collateral to a Loan Party; and (c) any Loan Party (other than the Borrower) may merge or consolidate with another Person (that is not the Company or any of its Subsidiaries) if (x) the Loan Party involved in the merger or the consolidation is the surviving Person or the Person who is the survivor becomes a Wholly Owned Subsidiary as a result thereof, (y) if the Company or any Lessor Subsidiary is involved in the merger or consolidation, the Company or such Lessor Subsidiary shall be the surviving Person and (z) immediately prior to and after giving effect to such merger or consolidation, there exists no Default or Event of Default; provided, further, that if (w) the Borrower or any Lessor Subsidiary merges into the Company pursuant to clause (a)(i) above, (x) any Lessor Subsidiary merges into the Company or the Borrower pursuant to clause (a)(iii) above, (y) the Borrower or any Lessor Subsidiary sells all or substantially all of its assets to the Borrower Company pursuant to clause (b)(ii) above or a (z) any Lessor Subsidiary that is not an Excluded Subsidiary for nominal consideration sells all or substantially all of its assets to another Loan Party pursuant to clause (b)(i) above, the Borrower, the Lessor Subsidiary, the Company or such other Loan Party, as applicable, shall execute and/or deliver to the Administrative Agent all such documents and opinions, deliver such endorsements of applicable title policies, and take such other actions as may be required or as a result the Administrative Agent may reasonably request in order to ensure the continued perfection and priority of the voluntary dissolution Administrative Agent’s Lien on any property owned by the Borrower, the Lessor Subsidiary or liquidation the Company, as applicable, immediately prior to such merger or sale, continued title insurance coverage with respect to any applicable Financed Properties after giving effect to such merger or sale, and the assumption by the purchasing or surviving Person of such Excluded Subsidiaryobligations under any applicable Mortgage; and provided further, that if any Lessee Subsidiary merges with any other Person pursuant to clause (a) or (c) above, or sells all or substantially all of its assets to any mergerother Person pursuant to clause (b) above, consolidation then the Person who is the survivor of such merger or disposition the purchaser of such assets, as applicable, shall execute and/or deliver to the Administrative Agent a subordination and attornment agreement in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.substantially the form of Exhibit G.

Consolidations and Mergers. The No Borrower shall notdirectly or indirectly, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiaryliquidate, any Securitization Subsidiary or any Republic Insurance Entity) todissolve, merge, amalgamate, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary Borrower (other than the Company) may merge with the Borrower Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Wholly-Owned Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction corporation and the jurisdiction of incorporation of such Borrower shall be between a Subsidiary and a Designated Borrower Jurisdiction; (b) any Borrower (other than the Company) may amalgamate with any one or more of the Company’s Wholly-Owned Subsidiary, Subsidiaries; provided that a Wholly-Owned Subsidiary Borrower shall be the continuing or surviving Person; corporation and (iii) if any transaction the jurisdiction of incorporation of such Borrower shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving PersonDesignated Borrower Jurisdiction; (bc) any Subsidiary Borrower (other than an Excluded Subsidiarythe Company) may sell sell, transfer or transfer exchange all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a Wholly-Owned Subsidiaryanother Borrower; (d) the Company may convey, and any Excluded Subsidiary may transfer transfer, lease or otherwise dispose of all or substantially all of its assets pharmacology distribution business to a wholly-owned Domestic Subsidiary that, simultaneously therewith, executes and delivers to the Administrative Agent a joinder agreement in the form of Exhibit F hereto and becomes a Borrower under this Agreement; provided that the parties hereto acknowledge and agree that prior to such Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may reasonably be required by the Administrative Agent or the Required Lenders, and Notes signed by such new Borrower to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agree that such Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a Subsidiary that is not an Excluded Subsidiary notice in substantially the form of Exhibit G (a “Borrower Notice”) to the Company and the Lenders specifying the effective date upon which such Borrower shall constitute a Borrower for nominal consideration or as a result purposes hereof, whereupon each of the voluntary dissolution Lenders agrees to permit such Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or liquidation Letter of Credit Application may be submitted by or on behalf of such Excluded SubsidiaryBorrower until the date five Business Days after such effective date; and (ce) any mergerthe Company may merge or consolidate with or into another Person, provided that (i) either (x) the Company shall be the continuing or surviving corporation or (y) (A) the successor Person (if other than the Company) formed by such consolidation or disposition into which the Company is merged (the “Successor”) is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia, and (B) the Successor (if any) shall have expressly assumed all of the Company’s Obligations pursuant to documentation in connection with a transaction permitted by Section 7.03 form satisfactory to the Administrative Agent, and (ii) no Default or an Acquisition permitted by Section 7.05Event of Default is in effect immediately prior to or on the date of or would result from such merger or consolidation.

Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate with, directly or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, exceptindirectly: (a) consolidate with or merge into any other Person (other than solely for the purpose of redomestication within a state of the United States so long as such entity complies with any and all applicable notice requirements in connection with such redomestication under the Loan Documents and takes such action as may be necessary to ensure that its equity and assets are subject to a first-priority Lien in favor of the Agent, subject to Permitted Liens and Permitted Perfection Limitations), except that a Subsidiary of the Borrower may consolidate with or merge with into the Borrower or with any one or more Subsidiariesa wholly-owned Subsidiary of the Borrower; provided provided, that (i) if any transaction a Subsidiary of the Borrower that is not a Subsidiary Guarantor merges or consolidates with a Subsidiary Guarantor, the Subsidiary Guarantor shall be between the surviving Person and (ii) if any Subsidiary of the Borrower and a Subsidiarymerges or consolidates with the Borrower, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) permit any Person that is not a Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower to consolidate with or merge into it except in connection with a WhollyPermitted Acquisition; or (c) enter into any winding-Owned Subsidiaryup, and any Excluded liquidation, dissolution, division or similar transaction except that a Subsidiary of the Borrower may be dissolved following the transfer all or substantially of all of its assets to the Borrower or one or more wholly-owned Subsidiaries (a “Transferee”), subject to the conditions that (i) both before and after the transfer and subsequent dissolution, no Default or Event of Default shall have occurred and be continuing, and (ii) if the Subsidiary that is not an Excluded winding-up, liquidating, dissolving dividing or engaging in a similar transaction is a Subsidiary for nominal consideration or as a result Guarantor, then all of the voluntary dissolution equity of the Transferee shall have been pledged to the Agent pursuant to the Pledge Agreements and all of the material assets of the Transferee shall have been pledged as security pursuant to the applicable Security Agreement, and (iii) the Transferee (unless it is the Borrower) if it has received assets from a Subsidiary Guarantor shall be party to one or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05more Subsidiary Suretyships.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiaryof its Subsidiaries to, any Securitization Subsidiary or any Republic Insurance Entity) toamalgamate, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except Permitted Acquisitions and except upon not less than five (5) Business Days prior written notice to Agents, (a) any Subsidiary of the US Borrower may amalgamate or merge with with, or dissolve or liquidate into, the US Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned SubsidiarySubsidiary of the US Borrower, a provided that such Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving Personentity; and (iii) provided further that if a Credit Party is party to any transaction such merger, dissolution or liquidation, a Credit Party shall be between an Excluded the surviving or continuing entity and all actions reasonably required by US Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of US Agent, shall have been completed, (b) any Subsidiary and of the Canadian Borrower may amalgamate or merge with, or dissolve or liquidate into, the Canadian Borrower or a Wholly-Owned Subsidiary of the Canadian Borrower, provided that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded such Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving Person; entity; provided further that if a Credit Party is party to any such amalgamation or merger, dissolution or liquidation, a Credit Party shall be the surviving or continuing entity and all actions reasonably required by Canadian Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Canadian Agent, shall have been completed, and (bc) any Foreign Subsidiary (other than an Excluded SubsidiaryCanadian Borrower) may sell amalgamate or transfer all merge with or substantially all of its assets (upon voluntary liquidation dissolve or otherwise) to the Borrower liquidate into another Foreign Subsidiary provided if a First Tier Foreign Subsidiary or Canadian Subsidiary is a Wholly-Owned Subsidiaryconstituent entity in such amalgamation, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary merger, dissolution or liquidation of liquidation, such Excluded Subsidiary; and (c) any merger, consolidation First Tier Foreign Subsidiary or disposition in connection with a transaction permitted by Section 7.03 Canadian Subsidiary shall be the continuing or an Acquisition permitted by Section 7.05surviving entity.

Consolidations and Mergers. The Borrower shall will not, and shall not nor will Borrower permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) Credit Party to, merge, consolidate withor merge with or into any other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets Property to any other Person (whether now owned or hereafter acquired) to (any such transaction, a “consolidation” for purposes of this Section 9.4), or in favor of any other Personliquidate or dissolve; provided, except: that, (a) any Restricted Subsidiary may merge participate in a consolidation with any other Restricted Subsidiary or Borrower (so long as Borrower is the surviving Person), (b) Borrower may cause the liquidation or dissolution of any Restricted Subsidiary so long as the assets of such liquidated or dissolved Restricted Subsidiary are sold or otherwise transferred to Borrower or any other Restricted Subsidiary, and (c) so long as no Default or Event of Default exists or will result, any Restricted Subsidiary may participate in a consolidation with any one or more Subsidiaries; provided that other Person (iother than Borrower) if any transaction shall be between so long as such Restricted Subsidiary is the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary Person and a Wholly-Owned Subsidiary of Borrower (directly or indirectly); provided further, that in the event any Restricted Subsidiary that owns Borrowing Base Properties either (i) participates in a consolidation permitted under clause (a) above and such Restricted Subsidiary is not the surviving Person or (ii) is liquidated or dissolved, then in any case prior to or concurrently with such a consolidation and/or liquidation or dissolution, Borrower shall, and shall cause the surviving Restricted Subsidiary in such a consolidation and/or the Restricted Subsidiary that purchases or otherwise acquires such Borrowing Base Properties of such liquidated or dissolved Restricted Subsidiary, a Wholly-Owned Subsidiary shall as the case may be, to comply with this Agreement and the other Loan Papers, including, without limitation, Section 5.1 and Section 5.2, so that the Obligations will be the continuing or surviving Person; secured by first and prior Liens (iiisubject only to Permitted Encumbrances) if any transaction shall be between an Excluded Subsidiary covering and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of encumbering such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05Borrowing Base Properties.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Project Finance Subsidiary or any Republic Insurance EntityInternational Subsidiary) to, merge, merge or consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of of, any other Person, except: (a) any Subsidiary may merge or consolidate with the Borrower or with any one or more Subsidiaries; provided that into (i) if any transaction shall be between the Borrower and a SubsidiaryCompany, provided that the Borrower Company shall be the continuing or surviving Personcorporation, or (ii) any one or more Subsidiaries (other than a Project Finance Subsidiary or an International Subsidiary (unless such merger or consolidation involves only International Subsidiaries)); provided that if (A) any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; entity and (iiiB) if any transaction shall be between an Excluded Subsidiary and involve a Subsidiary that is not an Excluded Principal Operating Subsidiary, a Subsidiary that is not an Excluded Principal Operating Subsidiary shall be the continuing or surviving Personentity; (b) the Company and any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets in compliance with the provisions of Section 7.02; (other than an Excluded Subsidiaryc) any Subsidiary may sell convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a another Wholly-Owned Subsidiary (other than a Project Finance Subsidiary); (d) any Subsidiary may merge, consolidate or combine with or into any other Person; provided that the successor formed by such consolidation or combination or the survivor of such merger is a Subsidiary and the Company directly or indirectly through Wholly-Owned Subsidiaries owns at least the same percentage of outstanding stock or other equity interests of the successor or survivor Subsidiary as the Subsidiary involved in the consolidation, combination or merger; and provided, further, that (i) the prior, effective written consent or approval to such consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in the case of a merger, consolidation or combination with or into an entity that, if it were a separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets the Pricing Rating immediately before giving effect to the Borrower or a Subsidiary that such transaction is not an Excluded Subsidiary for nominal consideration or below, and the Pricing Rating would not reasonably be expected solely as a result of the voluntary dissolution such transaction to decline below, BBB+ or liquidation of such Excluded SubsidiaryBaa1; and (ce) any the Company may merge, consolidate or combine with another entity if the Company is the Person surviving the merger, consolidation or disposition combination; provided that (i) the prior, effective written consent or approval to such consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in connection the case of a merger, consolidation or combination with or into an entity that, if it were a separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, the Pricing Rating immediately before giving effect to such transaction permitted by Section 7.03 is not below, and the Pricing Rating would not reasonably be expected solely as a result of such transaction to decline below, BBB+ or an Acquisition permitted by Section 7.05Baa1.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, mergemerge with, consolidate withwith or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except (a) any Restricted Subsidiary of the Borrower may merge with, consolidate with or into, dissolve or liquidate into the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary of the Borrower which is both a Restricted Subsidiary and a Domestic Subsidiary, a provided that the Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving Personentity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed; and provided, if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (iiib) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a Foreign Subsidiary and a Subsidiary that which is not an Excluded SubsidiaryForeign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary that which is not an Excluded Foreign Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiaryentity, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any mergerother Restricted Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and it is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Guarantor, consolidation any assets or disposition business not otherwise Disposed of in connection accordance with Section 6.2 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a transaction permitted Credit Party after giving effect to such liquidation or dissolution and (d) any Person that is the target of a Permitted Acquisition may merge into a Credit Party or a Restricted Subsidiary of a Credit Party formed solely for the purpose of consummating such Permitted Acquisition; provided that the Credit Party or Restricted Subsidiary thereof (which shall become a Credit Party concurrently with the consummation of such Permitted Acquisition) shall be the continuing or surviving entity and all actions reasonably required by Section 7.03 or an Acquisition permitted by Section 7.05Agent, including actions required to grant perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed.

Consolidations and Mergers. The Borrower No Loan Party shall, nor shall not, and shall not it permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other PersonPerson or undergo any statutory division, except: except (a) any Subsidiary as expressly permitted by Section 5.1 and (b) upon not less than 10 Business Days prior written notice to Agent (or such shorter period of time as Agent may merge with the Borrower or with any one or more Subsidiaries; provided that agree in its sole discretion), (i) if any transaction Subsidiary of Borrower may merge with, dissolve or liquidate into (in each case in accordance with applicable Law) Borrower or another Loan Party; provided, that (A) Borrower or another Loan Party which is a Domestic Subsidiary shall be between the Borrower continuing or surviving entity (and a Subsidiary, the Borrower shall be the continuing or surviving Personentity if Borrower is a party to such transaction), (B) the Loan Parties provide Agent with copies of all applicable documentation relating thereto, and (C) all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent shall have been completed and (ii) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary; provided, that (A) the Loan Parties provide Agent with copies of all applicable documentation relating thereto and (B) if any transaction shall be between a Foreign Subsidiary and which is not an Excluded Foreign Subsidiary is a Wholly-Owned Subsidiaryconstituent entity in such merger, dissolution or liquidation, (x) a Wholly-Owned Foreign Subsidiary which is not an Excluded Foreign Subsidiary shall be the continuing or surviving Person; entity and (iiiy) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be all actions required to establish perfected Liens on the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result Stock of the voluntary dissolution or liquidation surviving entity and other Collateral in favor of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05Agent shall have been completed.

Consolidations and Mergers. The Borrower Company shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withor amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge or amalgamate with the Borrower Company, provided that the Company shall be the continuing or surviving corporation or, in the case of an amalgamation, the resulting corporation shall have entered into all assumption agreements and provided all further assurances as the Administrative Agent may reasonably require, or with any one or more Subsidiaries; , provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiarycorporation, a Subsidiary that is not an Excluded Subsidiary shall be or the continuing or surviving Personcorporation shall be a Wholly-Owned Subsidiary; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, amalgamation, consolidation or disposition in connection with a transaction permitted by Section 7.03 8.3 or an Acquisition permitted by Section 7.058.5; provided that, notwithstanding the foregoing, so long as the HSW Mortgage Loan exists, the Company shall not permit HSW Mortgage Corp. or any direct or indirect parent thereof, other than the Company (each a "Restricted Subsidiary") to merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except that (w) any Restricted Subsidiary may merge or consolidate with or into the Company, provided that the Company shall be the continuing or surviving corporation, (x) any Restricted Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company, (y) any Restricted Subsidiary may merge or consolidate with or into any Wholly-Owned Subsidiary of the Company (whereupon such Restricted Subsidiary shall cease to be a Restricted Subsidiary and such Wholly-Owned Subsidiary shall become a Restricted Subsidiary), and (z) any Restricted Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to any Wholly-Owned Subsidiary of the Company (whereupon such Restricted Subsidiary shall cease to be a Restricted Subsidiary and such Wholly-Owned Subsidiary shall become a Restricted Subsidiary).

Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, merge, consolidate with, directly or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, exceptindirectly: (a) any Subsidiary may consolidate with or merge with the Borrower or into any other Person or allow any other Person to merge with any one or more Subsidiaries; provided that into it except so long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) if solely for the purpose of redomestication within a state of the United States so long as the successor complies with any transaction shall and all applicable notice requirements in connection with such redomestication under the Loan Documents and takes such action as may be between necessary to ensure that its equity and assets are subject to a first-priority Lien in favor of the Borrower and a SubsidiaryAgent, the Borrower shall be the continuing or surviving Personsubject only to Permitted Liens, (ii) if any transaction shall be between a Restricted Subsidiary and of the Borrower that is a WhollyGuarantor may consolidate with or merge into the Borrower or a wholly-Owned Subsidiaryowned Restricted Subsidiary of the Borrower that is a Guarantor, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded a Non-Guarantor Restricted Subsidiary of the Borrower may consolidate with or merge into the Borrower or a wholly-owned Restricted Subsidiary of the Borrower, and (iv) a Restricted Subsidiary of the Borrower may merge with or into a Person and a Subsidiary Person that is not a Restricted Subsidiary of the Borrower may merge with or into the Borrower or a wholly-owned Restricted Subsidiary of the Borrower to effect an Excluded SubsidiaryAcquisition permitted by Section 8.3 (Investments; Loans, Acquisitions, Etc.) or a disposition permitted by Subsection 8.7.2 (Sales and Other Dispositions) below so long as, the Borrower or applicable Restricted Subsidiary notifies the Agent and, in the case of an Acquisition, the successor takes such action as may be necessary to ensure that its assets are subject to a first-priority Lien in favor of the Agent (or if the assets are not ABL Priority Collateral, such other priority as is not an Excluded Subsidiary shall be the continuing or surviving Person;permitted by this Agreement); or (b) enter into or suffer any winding-up, liquidation, dissolution, division or similar transaction except that a Restricted Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may be dissolved following the transfer all or substantially of all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration one or as a result more wholly-owned Restricted Subsidiaries of the voluntary dissolution Borrower (“Transferee”), subject to the conditions that (i) both before and after the transfer and subsequent dissolution, no Event of Default or liquidation Default shall exist, and (ii) all of such Excluded Subsidiary; and the equity of the Transferee (cunless the Transferee is the Borrower) shall have been pledged to the Collateral Agent and the Agent, all of the material assets of the Transferee shall have been pledged as security pursuant to the Security Agreement, and the Transferee (unless it is the Borrower) shall be party to one or more Subsidiary Suretyships. In the case of any merger or winding up permitted by paragraphs (a) or (b) of this Subsection 8.7.1, the Borrower shall give prompt written notice to the Agent of the occurrence thereof and promptly deliver to the Agent a true, correct and complete (and filed-stamped, if applicable) copy of any certificate of merger, consolidation dissolution, or disposition in connection other documents evidencing such transaction, together with a transaction permitted by Section 7.03 copies of all notices to and consents of third parties required or an Acquisition permitted by Section 7.05appropriate to effect such merger or winding up.

Consolidations and Mergers. The Borrower Company shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withor amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge or amalgamate with the Borrower Company, provided that the Company shall be the continuing or surviving corporation or, in the case of an amalgamation, the resulting corporation shall have entered into all assumption agreements and provided all further assurances as the Administrative Agent may reasonably require, or with any one or more Subsidiaries; , provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiarycorporation, a Subsidiary that is not an Excluded Subsidiary shall be or the continuing or surviving Personcorporation shall be a Wholly-Owned Subsidiary; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, amalgamation, consolidation or disposition in connection with a transaction permitted by Section 7.03 8.3 or an Acquisition permitted by Section 7.058.5; provided that, notwithstanding the foregoing, the Company shall not permit any of South MECKCA, LLC, West MECKCA, LLC, Norbehouse, LP and HSW Mortgage Corp. (each a "Restricted Subsidiary") to merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except that (x) any Restricted Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more of Restricted Subsidiaries, and (y) any Restricted Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another Restricted Subsidiary.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except in connection with a Permitted Acquisition (in which, in the case of a merger involving Borrower, the Borrower is the surviving entity, or in the case of a merger involving a Wholly-Owned Domestic Subsidiary of Borrower, the Target (if Target is a Wholly-Owned Domestic Subsidiary) or such Wholly-Owned Domestic Subsidiary of Borrower is the surviving entity), pursuant to Sections 5.2(b), (k) or (m), or upon not less than five (5) Business Days prior written notice to Agent, (a) any Subsidiary of Borrower may merge with the with, or dissolve or liquidate into, Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary of Borrower which is a Domestic Subsidiary, a provided that Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving Person; entity, and (iiib) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a First Tier Foreign Subsidiary and is a Subsidiary that is not an Excluded Subsidiaryconstituent entity in such merger, a Subsidiary that is not an Excluded dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving Person; entity (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiaryreplacement First Tier Subsidiary shall survive). For purposes of this Section 5.3, a Person (the “Liquidating Person”) shall be deemed to “dissolve or liquidate into” another Person if such Liquidating Person dissolves or liquidates in accordance with applicable law and any Excluded Subsidiary may transfer all or substantially all of its the assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05Liquidating Person are transferred to such other Person.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except Permitted Business Acquisitions and except upon (in the case of such mergers, consolidations, conveyances, transfers, leases or other dispositions involving an amount in excess of $25,000,000) not less than three (3) Business Days prior written notice to Agent, (a) any Subsidiary Borrower may merge with the with, or dissolve or liquidate into any other Borrower, (b) any Credit Party (other than a Borrower) or Restricted Subsidiary of any Borrower may merge with, or dissolve or liquidate into, any Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned SubsidiarySubsidiary of any Borrower which is a Domestic Subsidiary (provided that, if any party to any such transaction is a Credit Party, the surviving entity of such transaction shall be a Credit Party), provided that such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary but not an Unrestricted Subsidiary shall be the continuing or surviving Person; entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed, and (iiic) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a First Tier Foreign Subsidiary and is a Subsidiary that is not an Excluded Subsidiaryconstituent entity in such merger, a Subsidiary that is not an Excluded dissolution or liquidation, either such First Tier Foreign Subsidiary shall be the continuing or surviving Person; (b) any entity or the resulting First Tier Foreign Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all shall comply with the applicable requirements of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.054.13.

Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, merge, consolidate with, directly or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, exceptindirectly: (a) any Subsidiary may consolidate with or merge with the Borrower or into any other Person or allow any other Person to merge with any one or more Subsidiaries; provided that into it except so long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) if solely for the purpose of re-domestication within a state of the United States so long as the successor complies with any transaction shall and all applicable notice requirements in connection with such re-domestication under the Loan Documents and takes such action as may be between necessary to ensure that its equity and assets are subject to a first-priority Lien in favor of the Borrower and a SubsidiaryAgent, the Borrower shall be the continuing or surviving Personsubject only to Permitted Liens, (ii) if any transaction shall be between a Restricted Subsidiary and of the Borrower that is a WhollyGuarantor may consolidate with or merge into the Borrower or a wholly-Owned Subsidiaryowned Restricted Subsidiary of the Borrower that is a Guarantor, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded a Non-Guarantor Restricted Subsidiary of the Borrower may consolidate with or merge into the Borrower or a wholly-owned Restricted Subsidiary of the Borrower, and (iv) a Restricted Subsidiary of the Borrower may merge with or into a Person and a Subsidiary Person that is not a Restricted Subsidiary of the Borrower may merge with or into the Borrower or a wholly-owned Restricted Subsidiary of the Borrower to effect an Excluded SubsidiaryAcquisition permitted by Section 8.3 (Investments; Loans, Acquisitions, Etc.) or a disposition permitted by Subsection 8.7.2 (Sales and Other Dispositions) below so long as, the Borrower or applicable Restricted Subsidiary notifies the Agent and, in the case of an Acquisition, the successor takes such action as may be necessary to ensure that its assets are subject to a first-priority Lien in favor of the Agent (or if the assets are not ABL Priority Collateral, such other priority as is not an Excluded Subsidiary shall be the continuing or surviving Person;permitted by this Agreement); or (b) enter into or suffer any winding-up, liquidation, dissolution, division or similar transaction except that a Restricted Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may be dissolved following the transfer all or substantially of all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration one or as a result more wholly-owned Restricted Subsidiaries of the voluntary dissolution Borrower (“Transferee”), subject to the conditions that (i) both before and after the transfer and subsequent dissolution, no Event of Default or liquidation Default shall exist, and (ii) all of such Excluded Subsidiary; and the equity of the Transferee (cunless the Transferee is the Borrower) shall have been pledged to the Collateral Agent and the Agent, all of the material assets of the Transferee shall have been pledged as security pursuant to the Security Agreement, and the Transferee (unless it is the Borrower) shall be party to one or more Subsidiary Suretyships. In the case of any merger or winding up permitted by paragraphs (a) or (b) of this Subsection 8.7.1, the Borrower shall give prompt written notice to the Agent (for further distribution to the Lenders) of the occurrence thereof and promptly deliver to the Agent (for further distribution to the Lenders) a true, correct and complete (and filed-stamped, if applicable) copy of any certificate of merger, consolidation dissolution, or disposition in connection other documents evidencing such transaction, together with a transaction permitted by Section 7.03 copies of all notices to and consents of third parties required or an Acquisition permitted by Section 7.05appropriate to effect such merger or winding up.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Restricted Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; Company, provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower Company shall be the continuing or surviving Personcorporation, (ii) or with any Restricted Subsidiary, provided that if any transaction shall be between a Subsidiary and Xxxxxx Broadcasting Inc. or a Wholly-Owned Subsidiary, a Xxxxxx Broadcasting Inc. or the Wholly-Owned Subsidiary shall be the continuing or surviving Person; corporation and (iii) if provided, further, that neither Xxxxxx Broadcasting Inc., Xxxxxx Xxxxx Inc. nor Xxxxxx Properties Inc. may merge or consolidate with the Company, each other or any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded other Material Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Restricted Subsidiary that is a Wholly-Owned Subsidiary formed for the express purpose of facilitating a Permitted Acquisition may merge or consolidate with any one or more Persons to facilitate the consummation of a Permitted Acquisition; and (c) any Restricted Subsidiary (other than an Excluded SubsidiaryXxxxxx Broadcasting Inc.) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Restricted Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) transactions all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: : (a) any Subsidiary may merge with the Borrower Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Restricted Subsidiaries; , provided that (i) if any transaction shall be between the Borrower an Unrestricted Subsidiary and a Restricted Subsidiary, the Borrower Restricted Subsidiary shall be the continuing or surviving Personcorporation, (ii) and if any transaction shall be between a Subsidiary and a Wholly-Wholly Owned Subsidiary, a Wholly-the Wholly Owned Subsidiary shall be the continuing or surviving Personcorporation; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Restricted Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or another Wholly Owned Subsidiary that is a Wholly-Owned Restricted Subsidiary; and (c) the Company or any Restricted Subsidiary may merge with a Person that is not a Subsidiary of the Company in order to consummate an Acquisition not prohibited herein, and any Excluded Restricted Subsidiary may transfer all or substantially all of its assets to the Borrower or merge with a Subsidiary Person that is not an Excluded a Subsidiary for nominal consideration or as a result of the voluntary dissolution Company in order to consummate a sale of assets not prohibited herein, provided that in any merger involving the Company, the Company shall be the continuing or liquidation of such Excluded surviving corporation and in any merger intended to consummate an Acquisition, the resulting Person shall be a Wholly Owned Subsidiary and a Restricted Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

Consolidations and Mergers. The Borrower shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Restricted Subsidiary of Borrower may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between Cinemark USA or Borrower provided that Cinemark USA or Borrower, as the Borrower and a Subsidiarycase may be, the Borrower shall be the continuing or surviving Personcorporation, (ii) if with any transaction shall be between one or more Restricted Subsidiaries of Cinemark USA or Borrower, and (iii) with any joint ventures, partnerships and other Persons so long as such joint ventures, partnerships and other Persons will, as a result of making such Investment and all other contemporaneous related transactions, become a Restricted Subsidiary and a of Cinemark USA or Borrower; provided that when any Wholly-Owned Restricted Subsidiary is merging into another Restricted Subsidiary, a the Wholly-Owned Restricted Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person;and (b) any Restricted Subsidiary (other than an Excluded Subsidiary) of Borrower may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Cinemark USA, Borrower or a any of their Restricted Subsidiaries; provided that when any Wholly-Owned Subsidiary, and any Excluded Restricted Subsidiary may transfer is selling all or substantially all of its assets to another Restricted Subsidiary, the Borrower or Restricted Subsidiary acquiring such assets shall be a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Wholly-Owned Restricted Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

Consolidations and Mergers. The Borrower Company shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, dissolve, liquidate, consolidate with, with or convey, transfer, lease into another Person or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, exceptexcept that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a SubsidiaryCompany, provided that the Borrower Company shall be the continuing or surviving Person, Person or (ii) if any transaction shall be between a one or more other Subsidiaries; provided further that, when any Subsidiary and a Wholly-Owned Guarantor is merging with another Subsidiary, a Wholly-Owned the Subsidiary Guarantor shall be the continuing or surviving Person; and (iii) if any transaction Person or Surviving Person shall be between an Excluded Subsidiary and become a Subsidiary that Guarantor contemporaneously with the consummation of such merger and takes or has taken such other action as is not an Excluded Subsidiarynecessary or desirable, a Subsidiary that is not an Excluded Subsidiary shall be or as the continuing or surviving PersonCollateral Agent may request, to preserve the Liens, and continue the 109 perfection thereof with the same priority as granted and provided for in the Collateral Documents; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided the transferor in such a Wholly-Owned Subsidiarytransaction is a Subsidiary Guarantor, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower transferee must either be the Company or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of Guarantor; (c) the voluntary dissolution or liquidation of such Excluded SubsidiaryCompany may consummate the Merger; and (cd) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an any Acquisition permitted under Section 8.4(i), any Subsidiary of the Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that when any Subsidiary Guarantor is merging or consolidating with such other Person the Person surviving such merger shall be a Subsidiary Guarantor; provided, however, that in each case, immediately after giving effect thereto, in the case of any such merger to which the Company is a party, either (i) the Company is the surviving corporation, or (ii) the corporation formed by Section 7.05such merger or consolidation, (A) assumes the Company's Obligations and performance of the Company's covenants under the Loan Documents to which it is or is to be a party in a writing satisfactory in form and substance to the Required Lenders and (B) takes or has taken such other action as may be necessary or desirable, or as the Collateral Agent may request, in order to preserve the Liens, and continue the perfection thereof with the same priority as granted and provided for or purported to be granted and provided for by the Security Agreement, the Intellectual Property Security Agreement or any Mortgage.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, mergemerge with, consolidate withwith or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except Permitted Acquisitions and except upon not less than five (5) Business Days prior written notice to Agent (or such shorter period as Agent may agree in writing in its sole discretion), (a) any Subsidiary of the Borrower may merge with, consolidate with the Borrower or with any one into, dissolve or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and liquidate into a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, a provided that the Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving Personentity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed; and provided, if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (iiib) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a Foreign Subsidiary and a Subsidiary that which is not an Excluded SubsidiaryForeign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary that which is not an Excluded Foreign Subsidiary shall be the continuing or surviving Person; entity and (bc) any other Subsidiary of the Borrower (other than an Excluded Subsidiaryanother Borrower) may sell liquidate, dissolve or wind down, or transfer all or substantially all of its assets to a Credit Party if (upon voluntary i) the Borrower determines in good faith that such liquidation or otherwisedissolution or winding down or transfer of assets is in the best interests of the Borrower and it is not materially disadvantageous to the Lenders and (ii) to the Borrower extent such Subsidiary is a Guarantor, any assets or business not otherwise Disposed of in accordance with Section 6.2 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all Credit Party after giving effect to such liquidation or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05winding down.

Consolidations and Mergers. The Borrower shall Company will not, and shall not nor will it permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withor merge with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of any Borrower or such Borrower and its assets Subsidiaries take as a whole (whether now owned or hereafter acquired) to or in favor of to, any other Person, except: provided that if, after giving effect to any of the following, no Default will be in existence: (ai) any Subsidiary may merge with the Borrower or with any one consolidate with, or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiarydispose of assets to, the Borrower shall be Company if the continuing or Company, as the case may be, is the corporation surviving Personsuch merger, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned SubsidiaryBorrower may merge or consolidate with, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and dispose of assets to, any other Borrower, (iii) if any transaction shall be between an Excluded Subsidiary and which is a Guarantor may merge or consolidate with, or dispose of assets to any other Subsidiary that which is not an Excluded Subsidiarya Guarantor, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (biv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with, or dispose of assets to, any other Subsidiary which is not a Borrower or Guarantor, (other than an Excluded Subsidiaryv) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the any Subsidiary which is not a Borrower or a Wholly-Owned SubsidiaryGuarantor may merge or consolidate with, and or dispose of assets to, any Excluded other Subsidiary which is a Borrower or a Guarantor, if such Borrower or Guarantor, as the case may be, is the corporation surviving such merger, (vi) any Subsidiary may transfer all sell, transfer, lease or substantially all otherwise dispose of its assets to the a Loan Party and (vii) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the voluntary dissolution or liquidation Administrative Agent) all obligations of such Excluded Borrower or Subsidiary; and , as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) any immediately after giving effect to such merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05no Default shall have occurred and be continuing.

Consolidations and Mergers. The Borrower shall not, and shall will not merge into or consolidate with any Person or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withPerson to merge into it, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all permit any of its assets (whether now owned or hereafter acquired) Subsidiaries to or in favor of any other Persondo so, exceptexcept that: (a) any Subsidiary of the Borrower may merge with the Borrower into or consolidate with any one other Person, provided that, in the case of any such merger or more Subsidiaries; provided that (i) if any transaction consolidation, the Person formed by such merger or consolidation shall be between a wholly owned Subsidiary of the Borrower and any third-party consents or waivers necessary for such merger or consolidation shall have been obtained, provided further that, (A), in the case of any such merger or consolidation to which a SubsidiaryPledged Subsidiary is a party, the Borrower Person formed by such merger or consolidation shall be a “Pledged Subsidiary” and (B) in the continuing case of any such merger or surviving Personconsolidation to which a Subsidiary Guarantor is a party, (ii) if any transaction the Person formed by such merger or consolidation shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving PersonGuarantor; (b) in connection with any Subsidiary sale or other disposition permitted under Section 5.18 (other than an Excluded Subsidiaryclause (ii) may sell or transfer all or substantially all thereof), any Subsidiary of its assets (upon voluntary liquidation or otherwise) to the Borrower may merge into or a Wholly-Owned Subsidiary, and consolidate with any Excluded Subsidiary may transfer all other Person or substantially all of its assets permit any other Person to the Borrower merge into or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiaryconsolidate with it; and (c) the Borrower may merge with another Person; provided, however, that in each case, such merger or consolidation is otherwise in compliance with this Agreement and immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any merger to which the Borrower is a party, the Borrower is the Person surviving such merger. Notwithstanding any of the foregoing in clauses (a) and (b) of this Section 5.11, the Borrower will not permit any Subsidiary of the Borrower with any direct or indirect interest in (x) a Power Supply Business to consolidate or merge with, any other Person with a direct or indirect interest in any other Power Supply Business or any unrelated business or (y) any unrelated business to consolidate or merge with, any other Person with a direct or indirect interest in any Power Supply Business, except that (1) any transaction that if made as an Investment would be permitted by the proviso to Section 5.16(b) shall also be permitted by this Section 5.11 and (2) any Subsidiary of the Borrower may merge or consolidate with any other Subsidiary of the Borrower, so long as each such Subsidiary individually contributed less than 15% of the Parent’s Operating Cash Flow for the immediately preceding four fiscal quarters (in each case, after giving pro forma effect to all prior Investments in and prior acquisitions by each such Subsidiary) and is projected by the Borrower at the time of such consolidation or disposition in connection with a transaction permitted by Section 7.03 merger to contribute less than 15% of the Parent Operating Cash Flow for the immediately succeeding four fiscal quarters (without giving pro forma effect to such merger or an Acquisition permitted by Section 7.05consolidation).

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, merge or consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of of, any other Person, except: (a) any Subsidiary may merge or consolidate with the Borrower or with any one or more Subsidiaries; provided that into (i) if any transaction shall be between the Borrower and a SubsidiaryCompany, provided that the Borrower Company shall be the continuing or surviving Personcorporation, or (ii) any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personcorporation; (b) any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets in compliance with the provisions of Section 10.5; (other than an Excluded Subsidiaryc) any Subsidiary may sell convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (cd) any mergerSubsidiary may merge, consolidate or combine with or into any Person provided that the successor formed by such consolidation or disposition combination or the survivor of such merger is a Subsidiary and the Company directly or indirectly through Wholly-Owned Subsidiaries owns at least the same percentage of outstanding stock of the successor or survivor Subsidiary as the Subsidiary involved in connection the consolidation, combination or merger; provided that the foregoing restrictions shall not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long as: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor Corporation”), shall be a solvent corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) if the Company is not the Successor Corporation, such corporation (x) shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (y) shall have caused to be delivered to each holder of any Notes an opinion of independent counsel, or of counsel to the Successor Corporation, which counsel and opinion must be reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with a their terms and comply with the terms hereof; and (iii) immediately before and after giving effect to such transaction permitted by Section 7.03 no Default or an Acquisition permitted by Section 7.05Event of Default shall exist. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any Successor Corporation from its liability under this Agreement or the Notes.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary (other than (x) an Excluded Subsidiary or (y) the Borrower) may merge with the Borrower Company (provided that the Company shall be the continuing or surviving corporation), or with any one or more Subsidiaries; Subsidiaries (other than an Excluded Subsidiary), provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any such transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; it being understood and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiaryagreed that, a Subsidiary that is not notwithstanding the prohibition contained in this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by this clause in the continuing event that such transaction would remove or surviving Personeliminate the condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; (b) any Subsidiary (other than (x) an Excluded SubsidiarySubsidiary or (y) the Borrower) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary (other than an Excluded Subsidiary); it being understood and agreed that, and any Excluded Subsidiary may transfer all or substantially all of its assets to notwithstanding the Borrower or a Subsidiary that is not prohibition contained in this clause, an Excluded Subsidiary for nominal consideration shall be permitted to constitute part of a transaction permitted by this clause in the event that such transaction would remove or as a result of eliminate the voluntary dissolution or liquidation of condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; and; (c) any mergerSubsidiary (other than the Borrower) may merge with or consolidate into any Person (other than an Excluded Subsidiary), provided that (i) at the time of such merger or consolidation, no Default or Event of Default shall exist or result after giving effect to the consummation of such merger or consolidation and (ii) either (x) such Subsidiary shall be the continuing or disposition surviving Person as a Wholly-Owned Subsidiary of the Company or (y) such Person shall become a Subsidiary of the Company as a result thereof; it being understood and agreed that, notwithstanding the prohibition contained in connection with this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by Section 7.03 this clause in the event that such transaction would remove or eliminate the condition that caused such Excluded Subsidiary to be an Acquisition Excluded Subsidiary; (d) any Excluded Subsidiary may merge with or consolidate into any one or more Excluded Subsidiaries; (e) any Wholly-Owned Subsidiary (other than the Borrower) may liquidate and dissolve into its parent; and (f) Dispositions permitted by Section 7.058.02.

Consolidations and Mergers. The Borrower shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor acquire all or substantially all of the assets of, any other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; Borrower, provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Personcorporation, (ii) or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Personcorporation; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person;and (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower or a another Wholly-Owned Subsidiary. Nothing in this Section 8.3 shall prevent the Borrower or any of its Subsidiaries from merging with, and any Excluded Subsidiary may transfer or acquiring all or substantially all of its the assets of any Person if (i) with respect to a merger, the Borrower or such Subsidiary party to such merger is the surviving entity of such merger, and (ii) the total assets (including securities and all other assets) so acquired, together with the total assets for all such transactions occurring after the Closing Date (in each case as measured on the effective date of such merger or acquisition), do not exceed an amount greater than 20% of the Consolidated Tangible Net Worth of the Borrower and its Subsidiaries as such Consolidated Tangible Net Worth is determined as of the last day of the fiscal quarter ending immediately prior to the closing of such merger or acquisition, and (iii) the merger or acquisition involves an entity engaged in a Subsidiary similar business to that of the Borrower or in a business within the Borrower's strategic plans; and (iv) no Default or Event of Default has occurred or would occur from such merger or acquisition. If any Acquisition or Investment is hostile, no proceeds of any Loan or Letter of Credit may be used, directly or indirectly, therefor ("hostile" for purposes of this sentence meaning the prior effective written consent of the board of directors or equivalent governing body of the acquiree is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05obtained).

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary of its Subsidiaries to (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entitya) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except in a transaction permitted under Sections 5.2 or 5.4 and except that upon not less than five (5) Business Days prior written notice to Agent, (a) any Subsidiary of Holdings may merge merge, consolidate with the Borrower or with any one into, dissolve or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiaryliquidate into, the Borrower shall be the continuing or surviving Personconvey, (ii) if any transaction shall be between a Subsidiary and transfer, lease or otherwise dispose of all or substantially all of its assets to, Holdings or a Wholly-Owned Subsidiary of Holdings which is a Domestic Subsidiary, a provided that Holdings or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary entity, transferee or lessee and a Credit Party, (b) any Foreign Subsidiary that of Holdings may merge, consolidate with or into, dissolve or liquidate into, or convey, transfer, lease or otherwise dispose of all or substantially all of its assets to, another Foreign Subsidiary of Holdings, provided, if a First Tier Foreign Subsidiary is not an Excluded Subsidiarya constituent entity in such merger, a Subsidiary that is not an Excluded dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell entity, transferee or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiarylessee and if either constituent entity in such merger, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation is a Credit Party, then the surviving entity must be a Credit Party, and, in each case, all actions required to maintain perfected Liens on the Stock of such Excluded Subsidiary; and the surviving entity and other Collateral in favor of Agent shall have been completed and (c) Constar Foreign Holdings, Inc. may dissolve or liquidate Constar Italy. To the extent the Required Lenders waive the provisions of this Section 5.3 with respect to the sale of any mergerCollateral, consolidation or disposition in connection with a transaction any Collateral is sold as permitted by this Section 7.03 or an Acquisition permitted 5.3, subject to the approval of all Lenders to the extent Section 9.1(a)(vi) applies, such Collateral (unless sold to a Credit Party) shall be sold free and clear of the Liens created by Section 7.05the Collateral Documents, and the Agent shall take all actions reasonably requested by any Credit Party in order to effect the foregoing.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, of its Domestic Subsidiaries to merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person; provided, except: (a) any Subsidiary of a Borrower or Joint Venture may merge with the with, or dissolve or liquidate into, a Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary of a Borrower which is a Domestic Subsidiary, a provided that such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving Person; entity and all actions required to maintain perfected Liens on the Stock of the surviving entity in favor of Agent shall have been completed, (iiib) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Credit Party or Joint Venture may merge with or dissolve or liquidate into another Subsidiary that is not an Excluded a Credit Party or Joint Venture provided if a First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiaryentity, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any mergerSubsidiary of a Borrower or Joint Venture may merge with, consolidation or disposition dissolve or liquidate into, a Target in connection with a transaction permitted by Permitted Acquisition, provided that such Target shall be the continuing or surviving entity and become a Credit Party hereunder and all actions required to maintain perfected Liens on the Stock of the surviving entity in favor of Agent shall have been completed; provided, further, that the Borrower Representative shall provide the Agent with written notice of any of the events described in the foregoing clauses (a), b) and (c), no later than the date on which the delivery of the financial statements referred to in Section 7.03 or an Acquisition permitted by Section 7.054.1(b) are required to be delivered following the quarter ended immediately after the occurrence of such event.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary of its Subsidiaries to (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entitya) to, merge, amalgamate, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except upon not less than five (5) Business Days prior written notice to Agent, (a) any Subsidiary of the US Borrower may merge with, or dissolve or liquidate into, the US Borrower or a Wholly-Owned Subsidiary of the US Borrower which is a Domestic Subsidiary, provided that the US Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent shall have been completed, and (b) any Foreign Subsidiary of the US Borrower may merge or amalgamate with or dissolve or liquidate into another Wholly-Owned Subsidiary of the US Borrower that is a Foreign Subsidiary of the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a SubsidiaryFirst Tier Foreign Subsidiary is a constituent entity in such merger, the Borrower dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving Person, entity and (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Canadian Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving Person; entity and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be all actions required to maintain perfected Liens on the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result Stock of the voluntary dissolution or liquidation surviving entity and other Collateral in favor of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05Agent shall have been completed.

Consolidations and Mergers. The Borrower shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor acquire all or substantially all of the assets of, any other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; Borrower, provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Personcorporation, (ii) or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personcorporation; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction to the extent permitted by Section 7.03 7.2. Nothing in this Section 7.3 shall prevent the Borrower or any of its Subsidiaries from merging with, or acquiring all or substantially all of the assets of any Person if (i) with respect to a merger, the Borrower or such Subsidiary party to such merger is the surviving entity of such merger, and (ii) the total assets (including securities and all other assets) so acquired, together with the total assets for all such transactions occurring after the Closing Date (in each case as measured on the effective date of such merger or acquisition), do not exceed in any fiscal year an amount greater than 30% of the Consolidated Tangible Net Worth of the Borrower and its Subsidiaries for such fiscal year and do not exceed in the aggregate during the initial term of this Agreement $500,000,000, and (iii) the merger or acquisition involves an entity engaged in a similar business to that of the Borrower or in a business within the Borrower's strategic plans; and (iv) no Default or Event of Default has occurred or would occur from such merger or acquisition. If any Acquisition permitted by Section 7.05or Investment is hostile, no proceeds of any Loan may be used, directly or indirectly, therefor ("hostile" for purposes of this sentence meaning the prior effective written consent of the board of directors or equivalent governing body of the acquiree is not obtained).

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) , all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries; , provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personcorporation; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary, and ; (c) the Company or any Excluded Subsidiary may transfer all or substantially all of its Subsidiaries may make Permitted Acquisitions; (d) any consolidation or merger which constitutes a Permitted Acquisition; (e) the Company or any of its Subsidiaries may make acquisitions of Persons and/or assets not in the Healthcare Business so long as (i) the prior, effective written consent or approval to such acquisition has been obtained from the Borrower board of directors or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result equivalent governing body of the voluntary dissolution other party and (ii) the aggregate value of the cash, stock or liquidation other consideration (including Indebtedness assumed by the Company or its Subsidiaries in connection therewith) expended in connection therewith, together with the amount of such Excluded SubsidiaryJoint Ventures permitted pursuant to Section 7.09(c) and the amount of investments permitted pursuant to Section 7.04(f) does not in the aggregate at any time outstanding exceed $50,000,000 (exclusive of those Investments outstanding on the Closing Date and described on Schedule 7.04); and (cf) any merger, consolidation or disposition in connection with a transaction permitted by pursuant to Section 7.03 or an Acquisition permitted by Section 7.057.02 hereof.

Consolidations and Mergers. The Borrower will not merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall notbe a wholly owned Subsidiary of the Borrower and any third-party consents or waivers necessary for such merger or consolidation shall have been obtained, provided further that, (A), in the case of any such merger or consolidation to which a Pledged Subsidiary is a party, the Person formed by such merger or consolidation shall be a "Pledged Subsidiary" and (B) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any sale or other disposition permitted under Section 5.19 (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iii) the Borrower may merge with another Person; provided, however, that in each case, such merger or consolidation is otherwise in compliance with this Agreement and immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any merger to which the Borrower is a party, the Borrower is the Person surviving such merger. Notwithstanding any of the foregoing in clauses (i) and (ii) of this Section 5.11, the Borrower will not permit any Subsidiary of the Borrower with any direct or indirect interest in (other than any Allied Unrestricted Subsidiaryx) a Power Supply Business to consolidate or merge with, any Securitization Subsidiary other Person with a direct or indirect interest in any other Power Supply Business or any Republic Insurance Entityunrelated business or (y) to, merge, any unrelated business to consolidate or merge with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other PersonPerson with a direct or indirect interest in any Power Supply Business, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) subject to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition proviso set forth in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.055.16(b).

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) transactions all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary (other than an Excluded Subsidiary) may merge with the Borrower Company (provided that the Company shall be the continuing or surviving corporation), or with any one or more Subsidiaries; provided Subsidiaries (other than an Excluded Subsidiary), PROVIDED that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; corporation it being understood and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiaryagreed that, a Subsidiary that is not notwithstanding the prohibition contained in this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by this clause in the continuing event that such transaction would remove or surviving Personeliminate the condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or another Wholly-Owned Subsidiary (other than an Excluded Subsidiary) it being understood and agreed that, notwithstanding the prohibition contained in this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by this clause in the event that such transaction would remove or eliminate the condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; (c) any Subsidiary may merge with or consolidate into any Person (other than an Excluded Subsidiary), PROVIDED that (i) at the time of such merger or consolidation, no Default or Event of Default shall exist or result after giving effect to the consummation of such merger or consolidation and (ii) either (x) such Subsidiary shall be the continuing or surviving corporation as a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all of the Company or substantially all of its assets to the Borrower or (y) such Person shall become a Subsidiary that is not of the Company as a result thereto; it being understood and agreed that, notwithstanding the prohibition contained in this clause, an Excluded Subsidiary for nominal consideration shall be permitted to constitute part of a transaction permitted by this clause in the event that such transaction would remove or as a result of eliminate the voluntary dissolution or liquidation of condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; and (cd) any merger, consolidation Excluded Subsidiary may merge with or disposition in connection with a transaction permitted by Section 7.03 consolidate into any one or an Acquisition permitted by Section 7.05more Excluded Subsidiaries.

Consolidations and Mergers. The Borrower shall will not, and shall will not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of the Restricted Subsidiaries to, merge, consolidate withor merge with or into any other Person, or conveyliquidate, transferwind up or dissolve itself (or suffer any liquidation or dissolution), lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business, assets (whether now owned or hereafter acquired) to or in favor of any other Personproperties, exceptexcept that: (ai) any Subsidiary the Borrower may merge or consolidate with another Person if the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between is the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, entity in such merger; (ii) if any transaction shall Restricted Subsidiary may consolidate or merge into or with, or be between a Subsidiary and a Wholly-Owned liquidated into, Borrower or any other Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and ; (iii) if any transaction shall be between an Excluded Restricted Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding up or otherwise) to the Borrower or a Wholly-Owned any other Restricted Subsidiary, and ; (iv) dispositions permitted by Section 10.2; (v) any Excluded Restricted Subsidiary may transfer all merge with or substantially all into the Person such Restricted Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 9.11 in connection therewith); and (vi) any Person may merge into the Borrower or any of its assets to Restricted Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary that is not an Excluded Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary for nominal consideration Guarantor and (ii) the continuing or as surviving Person shall be the Borrower or a result of the voluntary dissolution or liquidation of such Excluded Restricted Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

Consolidations and Mergers. The Borrower Neither Borrower, nor the REIT, nor any of their Subsidiaries shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary merge or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets Properties (whether now owned or hereafter acquired) to or in favor of, any Person, except as follows: (a) Subsidiaries of Borrower or of the REIT may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of any of their Properties (whether now owned or hereafter acquired) to or in favor of, Borrower or another Subsidiary of Borrower or of the REIT; (b) Subsidiaries of the REIT may merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of any of their Properties (whether now owned or hereafter acquired) to or in favor of any other Person, except:the REIT; and (ac) Borrower, the REIT or any Subsidiary may merge merge, or consolidate with the Borrower or with any one or more Subsidiaries; another Person provided that no Default or Event of Default has occurred and is continuing and each of the following conditions are satisfied: (i) if any transaction shall be between at the Borrower and a Subsidiaryinception of the transaction, Borrower, the Borrower shall REIT or Subsidiary are intended to be and will be the continuing or surviving Person, Person after the consummation of the contemplated transaction; (ii) if any to the best of Borrower's knowledge, prior to the consummation of the transaction, the transaction shall will not cause Borrower to be between a Subsidiary in breach of the representations and a Wholly-Owned Subsidiarywarranties of this Agreement and the other Loan Documents; (iii) the transaction will not cause Borrower to be in breach of the covenants of this Agreement and the other Loan Documents, a Wholly-Owned Subsidiary shall be including financial covenants after the continuing or surviving Personconsummation thereof; and (iiiiv) if any Borrower provides Agent with a pro-forma Compliance Certificate which demonstrates that after the consummation of the proposed transaction shall the Borrower will be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiaryin compliance with the financial covenants of this Agreement. Notwithstanding the foregoing, a Subsidiary that is not an Excluded no Subsidiary shall be the continuing merge, consolidate with or surviving Person; into, or convey, transfer, lease or otherwise dispose of (bwhether in one transaction or in a series of transactions) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets Properties (upon voluntary liquidation whether now owned or otherwisehereafter acquired) to the Borrower or in favor of another Subsidiary if such transaction would result in a Wholly-Owned Subsidiary, and violation of any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition covenant in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05this Agreement.

Consolidations and Mergers. The Borrower shall will not, and shall will not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of the Restricted Subsidiaries to, merge, consolidate withor merge with or into any other Person, or conveyliquidate, transferwind up or dissolve itself (or suffer any liquidation or dissolution), lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business, assets (whether now owned or hereafter acquired) to or in favor of any other Personproperties, exceptexcept that: (ai) the Borrower may merge or consolidate with another Person if the Borrower is the surviving entity in such merger; (ii) any Restricted Subsidiary may consolidate or merge with into or with, or be liquidated into, Borrower (if the Borrower is the surviving entity in such consolidation merger) or with any one or more Subsidiariesother Restricted Subsidiary; provided that (i) if any transaction shall be between the Borrower and such consolidation or merger involves a SubsidiaryGuarantor, the Borrower a Guarantor shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (biii) any Restricted Subsidiary (other than an Excluded Subsidiary) may sell or transfer dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding up or otherwise) to the Borrower or a Wholly-Owned any other Restricted Subsidiary, and ; (iv) dispositions permitted by Section 10.2 (excluding Section 10.2(e)); (v) any Excluded Restricted Subsidiary may transfer all merge with or substantially all into the Person such Restricted Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 9.11 in connection therewith); and (vi) any Person may merge into the Borrower or any of its assets to Restricted Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary that is not an Excluded Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary for nominal consideration Guarantor and (ii) the continuing or as surviving Person shall be the Borrower or a result of the voluntary dissolution or liquidation of such Excluded Restricted Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

Consolidations and Mergers. The (a) None of Parent, Borrower shall notor any Subsidiary will acquire all or substantially all the assets of any other Person, and shall not or merge into or with or consolidate with any other Person or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary Person to merge into or any Republic Insurance Entity) to, merge, consolidate withwith it, or conveysell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the Equity Interests of any Subsidiary (in each case, whether now owned or hereafter acquired) to or in favor of any other Personliquidate or dissolve, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that unless (i) if any transaction Parent, Borrower or a Guarantor shall be between the surviving entity in such merger or consolidation or acquiror in any such disposition (and, in the case of any merger or consolidation including both (x) the Borrower and a Subsidiary(y) the Parent or any other Guarantor, the Borrower shall be the continuing or surviving Person, entity unless the surviving entity expressly assumes the Borrower’s obligations and such surviving entity is a Person organized under the laws of a U.S. state); (ii) if any transaction substantially all of the assets of such Person in such merger, consolidation or acquisition shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Personrelated to Borrower’s Principal Business; and (iii) if any after giving effect to such transaction, the Loan Parties comply with Section 8.10; (iv) before and after giving effect to such transaction shall be between an Excluded Subsidiary there is no Default or Event of Default, including under Section 9.01; (v) such Person will become a Guarantor (and a Subsidiary that is not an Excluded Subsidiarygrantor or mortgagor, a Subsidiary that is not an Excluded Subsidiary shall be to the continuing extent required) under Section 7.14 and (vi) the Loan Parties comply with Section 8.04(c), (e) or surviving Person;(j), as applicable. (b) Notwithstanding anything herein to the contrary, (i) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all dispose of its assets or properties to, or issue Equity Interests to, any Loan Party pursuant to Section 8.02 and (upon voluntary liquidation or otherwiseii) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary investment permitted by Section 8.04 may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or be structured as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05amalgamation.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Project Finance Subsidiary or any Republic Insurance EntityInternational Subsidiary) to, merge, merge or consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of of, any other Person, except: (a) any Subsidiary may merge or consolidate with the Borrower or with any one or more Subsidiaries; provided that into (i) if any transaction shall be between the Borrower and a SubsidiaryCompany, provided that the Borrower Company shall be the continuing or surviving Personcorporation, or (ii) any one or more Subsidiaries (other than a Project Finance Subsidiary or an International Subsidiary (unless such merger or consolidation involves only International Subsidiaries)); provided that if (A) any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; entity and (iiiB) if any transaction shall be between an Excluded Subsidiary and involve a Subsidiary that is not an Excluded Principal Operating Subsidiary, a Subsidiary that is not an Excluded Principal Operating Subsidiary shall be the continuing or surviving Personentity; (b) the Company and any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets in compliance with the provisions of Section 7.02; (other than an Excluded Subsidiaryc) any Subsidiary may sell convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a another Wholly-Owned Subsidiary (other than a Project Finance Subsidiary or an International Subsidiary (unless such transaction involves only International Subsidiaries)); (d) any Subsidiary may merge, consolidate or combine with or into any other Person; provided that the successor formed by such consolidation or combination or the survivor of such merger is a Subsidiary and the Company directly or indirectly through Wholly-Owned Subsidiaries owns at least the same percentage of outstanding stock or other equity interests of the successor or survivor Subsidiary as the Subsidiary involved in the consolidation, combination or merger; and provided, further, that (i) the prior, effective written consent or approval to such 709152408 03173762 consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in the case of a merger, consolidation or combination with or into an entity that, if it were a separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets the Pricing Rating immediately before giving effect to the Borrower or a Subsidiary that such transaction is not an Excluded Subsidiary for nominal consideration or below, and the Pricing Rating would not reasonably be expected solely as a result of the voluntary dissolution or liquidation of such Excluded Subsidiarytransaction to decline below, BBB+; and (ce) any the Company may merge, consolidate or combine with another entity if the Company is the Person surviving the merger, consolidation or disposition combination; provided that (i) the prior, effective written consent or approval to such consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in connection the case of a merger, consolidation or combination with or into an entity that, if it were a separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, the Pricing Rating immediately before giving effect to such transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05is not below, and the Pricing Rating would not reasonably be expected solely as a result of such transaction to decline below, BBB+.

Consolidations and Mergers. The So long as this Agreement shall remain in effect, the Borrower shall not, and shall not permit consolidate or merge with or into any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, Person or convey, transfer, transfer or lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) as an entirety to or in favor of any other Person, exceptunless: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, either (x) the Borrower shall be the continuing Person surviving such merger or surviving Person(y) the Person formed by such consolidation or into which Borrower is merged or the Person which acquires by conveyance, transfer or lease all or substantially all of the assets of the Borrower as an entirety shall be a Person existing under the laws of the United States of America or any state or the District of Columbia and shall execute and deliver to each Bank an agreement, in form and substance satisfactory to each Bank, containing an assumption by such successor Person of the due and punctual performance and observance of each covenant and condition of this Agreement to be performed or observed by the Borrower; (ii) if any transaction the Borrower or such successor Person, as the case may be, shall be between have a Subsidiary and a Wholly-Owned Subsidiaryconsolidated net worth (that is, a Wholly-Owned Subsidiary shall be total consolidated assets less total consolidated liabilities) of no less than the continuing net worth (as so determined) of the Borrower immediately prior to such consolidation, merger or surviving conveyance, transfer or lease of all or substantially all of the Borrower’s assets as an entirety to such Person; and and (iii) if immediately after giving effect to such transaction, no Default shall have occurred and be continuing. Upon any transaction shall be between an Excluded Subsidiary and a Subsidiary that consolidation or merger in which the Borrower is not the surviving Person or any conveyance, transfer or lease of all or substantially all of the assets of the Borrower as an Excluded Subsidiaryentirety in accordance with this Section, a Subsidiary that the successor Person formed by such consolidation or into which the Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein. No such conveyance, transfer or lease of all or substantially all of the assets of the Borrower as an entirety shall have the effect of releasing the Borrower or any successor Person which shall theretofore have become such in the manner prescribed in this Section from any liability hereunder. The Borrower will not an Excluded Subsidiary shall be the continuing directly or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell indirectly convey, transfer or transfer lease all or substantially all of its assets (upon voluntary liquidation or otherwise) except pursuant to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by subject to and in compliance with this Section 7.03 or an Acquisition permitted by Section 7.055.02.

Consolidations and Mergers. The Borrower Holdings shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; Holdings, provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower Holdings shall be the continuing or surviving Person, (ii) or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; , and (iii) provided further that if any transaction shall be between an Excluded a Subsidiary and a Subsidiary that is not an Excluded SubsidiaryLoan Party, a Subsidiary that is not an Excluded Subsidiary the Loan Party shall be the continuing or surviving Person; (b) as permitted by Section 8.02; (c) any Subsidiary (other than an Excluded Subsidiary) may distribute or sell or transfer all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower Holdings or to a Wholly-Owned Subsidiary, and any Excluded provided that if the Subsidiary may transfer all distributing or substantially all of selling its assets to is a Loan Party, then the Borrower Person purchasing or otherwise receiving the assets must also be a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded SubsidiaryLoan Party; and (cd) Holdings or any Subsidiary thereof may merge with or consolidate into any other Person that is not a Subsidiary, provided that (i) in the case of Holdings, Holdings shall be the continuing or surviving Person, (ii) if a Loan Party is a party to such merger, then the surviving or continuing entity must be a Loan Party or become a Loan Party in accordance with Section 7.13, (iii) such merger or consolidation or disposition is in connection with a transaction permitted by Section 7.03 Permitted Acquisition, and (iv) no such merger or an Acquisition permitted by Section 7.05consolidation shall be made while there exists a Default or if a Default would occur as a result thereof.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, mergemerge with, consolidate withwith or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except:except (1) for Permitted Acquisitions, (2) for transactions taken in accordance with Section 10.1 hereof, with the written consent of the Required Parties or the Agent (acting at the direction of the Required Parties) under the Loan Documents and (3) that upon not less than five (5) Business Days prior written notice to Agent (or such shorter period agreed to by Agent): (a) any Subsidiary of a Borrower may merge with, consolidate with the or into, dissolve or liquidate into a Borrower or with any one or more Subsidiaries; a Wholly-Owned Subsidiary of a Borrower which is a Domestic Subsidiary, provided that (i) if any transaction shall be between the such Borrower and or such Wholly-Owned Subsidiary which is a Domestic Subsidiary, the Borrower as applicable, shall be the continuing or surviving Person, entity and (ii) all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity (other than the Stock of Phreesia if any transaction it is the surviving entity) pursuant to Section 5.13 and other Collateral in favor of Agent, shall be between have been completed; provided, if a Subsidiary and Credit Party is a Wholly-Owned Subsidiaryconstituent entity in such merger, dissolution or liquidation, a Wholly-Owned Subsidiary shall Credit Party must be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiaryentity, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Foreign Subsidiary (other than an Excluded Subsidiary) may sell merge with or transfer all dissolve or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned liquidate into another Foreign Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any other Subsidiary of a Borrower (other than another Borrower) may liquidate or dissolve if (i) the Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers and it is not materially disadvantageous to the Lenders and (ii) to the extent such Subsidiary is a Guarantor, any assets or business not otherwise disposed of in accordance with Section 6.2 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution, (d) any Borrower may merge with, consolidate with or into, dissolve or liquidate into another Borrower, provided that, if Phreesia is a party to such merger, consolidation dissolution or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.liquidation, Phreesia shall be the surviving entity, and

Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate with, directly or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, exceptindirectly: (a) consolidate with or merge into any other Person (other than solely for the purpose of redomestication within a state of the United States so long as such entity complies with any and all applicable notice requirements in connection with such redomestication under the Loan Documents and takes such action as may be necessary to ensure that its equity and assets are subject to a first-priority Lien in favor of the Agent, subject to Permitted Liens), except that a Subsidiary of the Borrower may consolidate with or merge with into the Borrower or a wholly-owned Subsidiary of the Borrower; provided, that if a Subsidiary that is not a Subsidiary Guarantor merges or consolidates with any one or more Subsidiaries; provided that (i) a Subsidiary Guarantor, the Subsidiary Guarantor shall be the surviving Person and provided, further if any transaction shall be between Subsidiary merges or consolidates with the Borrower and a SubsidiaryBorrower, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) permit any Person that is not a Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower to consolidate with or merge into it except in connection with a WhollyPermitted Acquisition; or (c) enter into any winding-Owned Subsidiaryup, and any Excluded liquidation, dissolution, division or similar transaction except that a Subsidiary of the Borrower may be dissolved following the transfer all or substantially of all of its assets to the Borrower or a one or more wholly-owned Subsidiaries of the Borrower (“Transferee”), subject to the conditions that (i) both before and after the transfer and subsequent dissolution, no Event of Default or Default shall exist, and (ii) if the Subsidiary that is not an Excluded winding-up, liquidating, dissolving dividing or engaging in a similar transaction is a Subsidiary for nominal consideration or as a result Guarantor, then all of the voluntary dissolution equity of the Transferee shall have been pledged to the Agent pursuant to the Pledge Agreements, all of the material assets of the Transferee shall have been pledged as security pursuant to the Security Agreement, and the Transferee (unless it is the Borrower) shall be party to one or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05more Subsidiary Suretyships.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary (other than (x) an Excluded Subsidiary or (y) the Borrower) may merge with the Borrower Company (provided that the Company shall be the continuing or surviving corporation), or with any one or more SubsidiariesSubsidiaries (other than an Excluded Subsidiary); provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any such transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; it being understood and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiaryagreed that, a Subsidiary that is not notwithstanding the prohibition contained in this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by this clause in the continuing event that such transaction would remove or surviving Personeliminate the condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; (b) any Subsidiary (other than (x) an Excluded SubsidiarySubsidiary or (y) the Borrower) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary (other than an Excluded Subsidiary); it being understood and agreed that, and any Excluded Subsidiary may transfer all or substantially all of its assets to notwithstanding the Borrower or a Subsidiary that is not prohibition contained in this clause, an Excluded Subsidiary for nominal consideration shall be permitted to constitute part of a transaction permitted by this clause in the event that such transaction would remove or as a result of eliminate the voluntary dissolution or liquidation of condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; and; (c) any mergerSubsidiary (other than the Borrower) may merge with or consolidate into any Person (other than an Excluded Subsidiary); provided that (i) at the time of such merger or consolidation, no Default or Event of Default shall exist or result after giving effect to the consummation of such merger or consolidation and (ii) either (x) such Subsidiary shall be the continuing or disposition surviving Person as a Wholly-Owned Subsidiary of the Company or (y) such Person shall become a Subsidiary of the Company as a result thereof; it being understood and agreed that, notwithstanding the prohibition contained in connection with this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by Section 7.03 this clause in the event that such transaction would remove or eliminate the condition that caused such Excluded Subsidiary to be an Acquisition Excluded Subsidiary; (d) any Excluded Subsidiary may merge with or consolidate into any one or more Excluded Subsidiaries; (e) any Wholly-Owned Subsidiary (other than the Borrower) may liquidate and dissolve into its parent; and (f) Dispositions permitted by Section 7.058.02.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Restricted Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, merge or consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of of, any other Person, except: (a) any Restricted Subsidiary may merge or consolidate with the Borrower or with any one or more Subsidiaries; provided that into (i) if any transaction shall be between the Borrower and a SubsidiaryCompany, provided that the Borrower Company shall be the continuing or surviving Personcorporation, or (ii) any one or more Restricted Subsidiaries, provided that if any transaction shall be between a Restricted Subsidiary and a Wholly-Owned Restricted Subsidiary, a the Wholly-Owned Restricted Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personcorporation; (b) any Restricted Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets in compliance with the provisions of Section 10.6; (other than an Excluded Subsidiaryc) any Restricted Subsidiary may sell convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Restricted Subsidiary; and (cd) any mergerRestricted Subsidiary may merge, consolidate or combine with or into any Person provided that the successor formed by such consolidation or disposition combination or the survivor of such merger is a Restricted Subsidiary and the Company directly or indirectly through Wholly-Owned Restricted Subsidiaries owns at least the same percentage of outstanding stock of the successor or survivor Restricted Subsidiary as the Restricted Subsidiary involved in connection the consolidation, combination or merger; provided that the foregoing restrictions shall not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long as: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety, as the case may be (the "Successor Corporation"), shall be a solvent corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) if the Company is not the Successor Corporation, such corporation (x) shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (y) shall have caused to be delivered to each holder of any Notes an opinion of independent counsel, or of counsel to the Successor Corporation, which counsel and opinion must be reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with a their terms and comply with the terms hereof; and (iii) immediately before and after giving effect to such transaction permitted by Section 7.03 no Default or an Acquisition permitted by Section 7.05Event of Default shall exist. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any Successor Corporation from its liability under this Agreement or the Notes.

Consolidations and Mergers. The Borrower shall not, and shall will not merge into or consolidate with any Person or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withPerson to merge into it, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all permit any of its assets (whether now owned or hereafter acquired) Subsidiaries to or in favor of any other Persondo so, exceptexcept that: (a) any Subsidiary of the Borrower may merge with the Borrower into or consolidate with any one other Person, provided that, in the case of any such merger or more Subsidiaries; provided that (i) if any transaction consolidation, the Person formed by such merger or consolidation shall be between a wholly owned Subsidiary of the Borrower and any third-party consents or waivers necessary for such merger or consolidation shall have been obtained, provided further that, in the case of any such merger or consolidation to which a SubsidiaryPledged Subsidiary is a party, the Borrower Person formed by such merger or consolidation shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned “Pledged Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person”; (b) in connection with any Subsidiary sale or other disposition permitted under ‎Section 5.18 (other than an Excluded Subsidiaryclause ‎(ii) may sell or transfer all or substantially all thereof), any Subsidiary of its assets (upon voluntary liquidation or otherwise) to the Borrower may merge into or a Wholly-Owned Subsidiary, and consolidate with any Excluded Subsidiary may transfer all other Person or substantially all of its assets permit any other Person to the Borrower merge into or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiaryconsolidate with it; and (c) the Borrower may merge with another Person; provided, however, that in each case, such merger or consolidation is otherwise in compliance with this Agreement and immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any merger to which the Borrower is a party, the Borrower is the Person surviving such merger. Notwithstanding any of the foregoing in clauses ‎(a) and ‎(b) of this ‎Section 5.11, the Borrower will not permit any Subsidiary of the Borrower with any direct or indirect interest in (x) a Power Supply Business to consolidate or merge with, any other Person with a direct or indirect interest in any other Power Supply Business or any unrelated business or (y) any unrelated business to consolidate or merge with, any other Person with a direct or indirect interest in any Power Supply Business, except that (1) any transaction that if made as an Investment would be permitted by ‎Section 5.16 shall also be permitted by this ‎Section 5.11 and (2) any Subsidiary of the Borrower may merge or consolidate with any other Subsidiary of the Borrower, so long as each such Subsidiary individually contributed less than 20% of the Parent’s Operating Cash Flow for the immediately preceding four fiscal quarters (in each case, after giving pro forma effect to all prior Investments in and prior acquisitions by each such Subsidiary) and is projected by the Borrower at the time of such consolidation or disposition in connection with a transaction permitted by Section 7.03 merger to contribute less than 20% of the Parent Operating Cash Flow for the immediately succeeding four fiscal quarters (without giving pro forma effect to such merger or an Acquisition permitted by Section 7.05consolidation).

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, of its Subsidiaries to merge, consolidate withor amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except (a) Talbots Finance may merge with, or dissolve or liquidate into, any other Borrower, and (b) upon not less than five (5) Business Days prior written notice to Agent, (i) any Subsidiary of a Borrower may merge with the or amalgamate with, or dissolve or liquidate into, a Borrower or with any one or more Subsidiaries; a Wholly-Owned Subsidiary of a Borrower which is a Domestic Subsidiary, provided that (ix) if any transaction shall be between such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary or the Borrower and a Subsidiary, the Borrower successor by amalgamation thereto shall be the continuing or surviving Personentity, (y) all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent shall have been completed, and (z) such transaction shall not cause any breach of the provisions of Section 5.24 (and to the extent reasonably requested by the Agent, the Credit Parties shall provide favorable opinions of its legal counsel as to such matters affecting the Private Label Credit Card Agreements as the Agent may reasonably request) (ii) any Foreign Subsidiary may merge or amalgamate with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between a First Tier Foreign Subsidiary and is a Wholly-Owned Subsidiaryconstituent entity in such merger, a Wholly-Owned dissolution or liquidation, such First Tier Foreign Subsidiary or the successor by amalgamation thereto shall be the continuing or surviving Person; and entity, (iii) if any transaction shall permitted under Section 5.2(e) may be between an consummated and (iv) each Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded SubsidiaryTCNB) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05be dissolved.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, mergemerge with, consolidate withwith or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except upon not less than five (5) Business Days prior written notice to Agent, (a) any Subsidiary of a Borrower may merge with, consolidate with the or into, dissolve or liquidate into a Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary of a Borrower which is a Domestic Subsidiary, provided that a Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving Personentity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed; and provided, if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (iiib) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a Foreign Subsidiary and a Subsidiary that which is not an Excluded SubsidiaryForeign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary that which is not an Excluded Foreign Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiaryentity, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any mergerother Subsidiary of a Borrower (other than another Borrower) may liquidate or dissolve if (i) the Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers and it is not materially disadvantageous to the Lenders and (ii) to the extent such Subsidiary is a Guarantor, consolidation any assets or disposition business not otherwise Disposed of in connection accordance with Section 6.2 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a transaction permitted by Section 7.03 Credit Party after giving effect to such liquidation or an Acquisition permitted by Section 7.05dissolution and (d) the transactions contemplated hereby may be consummated.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, of its Subsidiaries to merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except upon not less than five (a5) Business Days prior written notice to the Term Agent, (i) any Subsidiary of a Borrower may merge with the with, or dissolve or liquidate into, a Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary of a Borrower which is a Domestic Subsidiary, a provided that such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving Person; entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Term Agent shall have been completed, (iiiii) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if any transaction shall be between an Excluded a First Tier Foreign Subsidiary and is a Subsidiary that is not an Excluded Subsidiaryconstituent entity in such merger, a Subsidiary that is not an Excluded dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving Person; entity and (biii) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all liquidate or substantially all dissolve if the Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of its assets any Borrower and is not materially disadvantageous to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05Term Lenders.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Project Finance Subsidiary or any Republic Insurance EntityInternational Subsidiary) to, merge, merge or consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of of, any other Person, except: (a) any Subsidiary may merge or consolidate with the Borrower or with any one or more Subsidiaries; provided that into (i) if any transaction shall be between the Borrower and a SubsidiaryCompany, provided that the Borrower Company shall be the continuing or surviving Personcorporation, or (ii) any one or more Subsidiaries (other than a Project Finance Subsidiary or an International Subsidiary (unless such merger or consolidation involves only International Subsidiaries)); provided that if (A) any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; entity and (iiiB) if any transaction shall be between an Excluded Subsidiary and involve a Subsidiary that is not an Excluded Principal Operating Subsidiary, a Subsidiary that is not an Excluded Principal Operating Subsidiary shall be the continuing or surviving Personentity; (b) the Company and any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets in compliance with the provisions of Section 7.02; (other than an Excluded Subsidiaryc) any Subsidiary may sell convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a another Wholly-Owned Subsidiary (other than a Project Finance Subsidiary); (d) any Subsidiary may merge, consolidate or combine with or into any other Person; provided that the successor formed by such consolidation or combination or the survivor of such merger is a Subsidiary and the Company directly or indirectly through Wholly-Owned Subsidiaries owns at least the same percentage of outstanding stock or other equity interests of the successor or survivor Subsidiary as the Subsidiary involved in the consolidation, combination or merger; and provided, further, that (i) the prior, effective written consent or approval to such consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in the case of a merger, consolidation or combination with or into an entity that, if it were a separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, and any Excluded Subsidiary may transfer all the Pricing Rating would not reasonably be expected to decline below A- or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or A3 solely as a result of the voluntary dissolution or liquidation of such Excluded Subsidiarythereof; and (ce) any the Company may merge, consolidate or combine with another entity if the Company is the Person surviving the merger, consolidation or disposition combination; provided that (i) the prior, effective written consent or approval to such consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in connection the case of a merger, consolidation or combination with or into an entity that, if it were a transaction permitted by Section 7.03 separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, the Pricing Rating would not reasonably be expected to decline below A- or an Acquisition permitted by Section 7.05A3 solely as a result thereof.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, of its Subsidiaries to merge, consolidate withor amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: except (a) upon not less than five (5) Business Days’ prior written notice to Agent, (i) any Subsidiary of a Borrower may merge with the or amalgamate with, or dissolve or liquidate into, a Borrower or with a Wholly-Owned Subsidiary of a Borrower which is a Domestic Subsidiary and (ii) Talbots Finance may merge with, or dissolve or liquidate into, any one or more Subsidiaries; other Borrower, provided that (ix) if any transaction shall be between such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary (as applicable) or the Borrower and a Subsidiary, the Borrower successor by amalgamation thereto shall be the continuing or surviving Personentity, (iiy) if any all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent shall have been completed, and (z) such transaction shall be between not cause any breach of the provisions of Section 5.24 (and to the extent reasonably requested by the Agent, the Credit Parties shall provide favorable opinions of its legal counsel as to such matters affecting the Private Label Credit Card Agreements as the Agent may reasonably request), (b) any Foreign Subsidiary may merge or amalgamate with or dissolve or liquidate into another Foreign Subsidiary provided if a First Tier Foreign Subsidiary and is a Wholly-Owned Subsidiaryconstituent entity in such merger, a Wholly-Owned dissolution or liquidation, such First Tier Foreign Subsidiary or the successor by amalgamation thereto shall be the continuing or surviving Person; entity, (c) transaction permitted under Section 5.2(e) may be consummated and (iiid) if any transaction shall be between an each Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded SubsidiaryTCNB) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05be dissolved.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except Permitted Acquisitions and except: (a) : 176. any Restricted Subsidiary may merge merge, amalgamate or consolidate with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and (including by way of a Subsidiarymerger, the purpose of which is to reorganize the Borrower into a new domestic jurisdiction), so long as the Borrower shall be the continuing or surviving Person, Person or (ii) if one or more other Restricted Subsidiaries; provided that when any transaction shall be between Person that is a Subsidiary and Credit Party (other than the Borrower) is merging with a Wholly-Owned Restricted Subsidiary, a Wholly-Owned Subsidiary Credit Party shall be the continuing or surviving Person; Person unless the resulting Investment made in connection with a Credit Party merging with a Non-Credit Party shall otherwise be an Investment permitted by Section 5.4; (i) any Subsidiary that is a Non-Credit Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a Non-Credit Party, (ii) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve and (iii) the Borrower or any Restricted Subsidiary may change its legal form if, (A) with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any transaction shall be between an Excluded Subsidiary change in legal form, the Borrower will remain the Borrower and a Subsidiary that is not an Excluded Subsidiary, a Guarantor will remain a Subsidiary that Guarantor unless such Subsidiary Guarantor is not an Excluded otherwise permitted to cease being a Guarantor under this Agreement), (B) with respect to clause (iii), the Administrative Agent shall have been provided with at least 10 days’ written notice after such change (or such other later period acceptable to the Administrative Agent in its sole discretion) and (C) each Credit Party shall take all such actions, executed all such documents, made all such filings as the Administrative Agent may reasonably request in connection therewith in furtherance of satisfaction of the Collateral and Guarantee Requirement; 178. any Restricted Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that (A) (i) if the transferor in such a Wholly-Owned Subsidiarytransaction is a Credit Party, then the transferee must be a Credit Party and any Excluded (ii) if the transferor in such a transaction is a Restricted Subsidiary may transfer all or substantially all of its assets to the Borrower then the transferee must be either the Borrower or a Subsidiary that one of its Restricted Subsidiaries or (B) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 5.4; 179. so long as no Default or Event of Default has occurred and is not an Excluded Subsidiary for nominal consideration continuing or as a would result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any mergertherefrom, consolidation or disposition in connection with any Permitted Acquisition, the Borrower may merge or consolidate with any other Person; provided that the Borrower shall be the continuing or surviving corporation; 180. so long as no Event of Default has occurred and is continuing or would result therefrom (in the case of a transaction merger, amalgamation or consolidation involving a Credit Party), any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 5.4; provided that the continuing or surviving Person shall be a Restricted Subsidiary of the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 4.11 to the extent required pursuant to the Collateral and Guarantee Requirement; 181. the consummation of any Permitted Acquisition; and 182. so long as no Default or Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect a Disposition permitted pursuant to Section 5.2. The Borrower shall not become a direct Subsidiary of any other Person (such Person, together with any of its Affiliates who hold any Equity Interests of the Borrower, a “Parent Holdco”), unless the Borrower and each such Parent Holdco shall take such actions and deliver such customary documentation as may be reasonably necessary to provide the Administrative Agent and the other Secured Parties the benefit of (x) a guarantee of the Obligations by Section 7.03 or an Acquisition permitted each such Parent Holdco and (y) a pledge of 100% of the Equity Interests of the Borrower held by Section 7.05each such Parent Holdco to secure the Obligations; provided, such Parent Holdco (A) need not be subject to the covenants set forth herein applicable to the Credit Parties generally and (B) shall be subject to a customary “passive holdco” covenant limiting such Parent Holdco’s business and operational activities.

Consolidations and Mergers. The Borrower Each Loan Party shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary of Parent may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and (provided, that a Subsidiary, the Borrower shall be the continuing or surviving Person), or (ii) any one or more other Subsidiaries of Parent (provided, that (A) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iiiB) if any transaction shall be between an Excluded a Subsidiary and a Subsidiary that is not an Excluded SubsidiaryLoan Party, a Subsidiary that is not an Excluded Subsidiary the Loan Party shall be the continuing or surviving Person); (b) as permitted by Section 8.02; (c) any Subsidiary (other than an Excluded Subsidiary) of Parent may distribute or sell or transfer all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the any Borrower or to a Wholly-Owned Subsidiary; provided, and any Excluded that if the Subsidiary may transfer all distributing or substantially all of selling its assets is a Loan Party, then the Person purchasing or otherwise receiving the assets must also be a Loan Party; provided further, that no such distribution or sale by any Borrower to any Guarantor shall be permitted hereunder unless Administrative Borrower shall have provided to the Borrower Agent at least five Business Days prior written notice of such distribution or a sale and an updated Borrowing Base Certificate demonstrating that after giving effect to the consummation of such distribution or sale, no Overadvance shall have occurred or would result therefrom; (d) Any Subsidiary of Parent may merge with or consolidate into any other Person that is not an Excluded Subsidiary for nominal consideration a Subsidiary; provided, that (i) in the case of any Borrower, a Borrower shall be the continuing or surviving Person, (ii) if a Loan Party is a party to such merger, then the surviving or continuing entity must be a Loan Party or become a Loan Party in accordance with Section 7.13, (iii) such merger or consolidation is in connection with a Permitted Acquisition, and (iv) no such merger or consolidation shall be made while there exists a Default or if a Default would occur as a result of the voluntary dissolution or liquidation of such Excluded Subsidiarythereof; and (ce) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05the Merger.

Consolidations and Mergers. The Borrower Company shall not, and shall not -------------------------- suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower Company (provided that the -------- Company shall be the continuing or surviving corporation) or with any one or more Subsidiaries; Subsidiaries (provided that (i) if any transaction shall be between the Borrower and a Subsidiarythat, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a -------- Subsidiary and a Wholly-Owned Subsidiary, the continuing or surviving corporation shall be a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person); (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a Wholly-Owned Subsidiary; (c) the Company or any Subsidiary may merge with any Person in connection with the ATI Acquisition, the IKOS Acquisition and the Innoveda Acquisition so long as (i) either (A) the surviving entity is the Company or such Subsidiary; provided that in any such merger involving the Company, the -------- Company shall be the surviving entity; (B) if the merger involves a Subsidiary being absorbed into the target Person, such target Person shall become a Wholly-Owned Subsidiary of Company upon the consummation of the Acquisition; or (C) such merger is otherwise permitted pursuant to clause (a) above, (ii) such Acquisition is otherwise permitted hereunder, and any Excluded Subsidiary may transfer all (iii) immediately before and after giving effect to such merger no Default or substantially all Event of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded SubsidiaryDefault shall exist; and (cd) any mergerSubsidiary may merge with any Person pursuant to a disposition of such Subsidiary or the assets of such Subsidiary, consolidation or disposition in connection with a transaction each case, permitted by under Section 7.03 or an Acquisition permitted by Section 7.057.02.

Consolidations and Mergers. The Borrower No Loan Party shall notmerge or consolidate with or into any Person, and shall not or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets Subsidiaries to do so, except that: (whether now owned or hereafter acquired) to or in favor of any other Person, except: (ai) any Subsidiary of the Borrower may merge or consolidate with or into any other Subsidiary of the Borrower, provided that if any Subsidiary Guarantor is involved in such merger or consolidation, the surviving Person shall be (or become in connection with such transaction) a Subsidiary Guarantor; (ii) any Subsidiary of the Borrower may merge into the Borrower; provided that the surviving Person shall be the Borrower; (iii) in connection with a transaction not otherwise prohibited under this Agreement, the Borrower may merge with any other Person so long as the Borrower or is the surviving Person; (iv) in connection with any one Permitted Acquisition, any Subsidiary of the Borrower may merge into or more Subsidiariesconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) if any transaction the Person surviving such merger shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing (or surviving Person, (iibecome in connection with such transaction) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary of the Borrower, and provided further that if any Subsidiary Guarantor is involved in such merger or consolidation, the surviving Person shall be the continuing (or surviving Personbecome in connection with such transaction) a Subsidiary Guarantor; and (iiiv) if in connection with any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing sale or surviving Person; other disposition permitted under Section 6.02 (other than clause (b) thereof), any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower may merge into or a Wholly-Owned Subsidiaryconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, in each case, that no Default or Event of Default shall have occurred and any Excluded Subsidiary may transfer all or substantially all of its assets to be continuing at the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation time of such Excluded Subsidiary; and (c) any merger, consolidation proposed transaction or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05would result therefrom.

Consolidations and Mergers. The Borrower BorrowerCompany shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, amalgamate, consolidate with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other PersonPerson (including, in each case, pursuant to a Division), except: (a) any Subsidiary may merge with the Borrower BorrowerCompany or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the BorrowerCompany and a Subsidiary, the BorrowerCompany shall be the continuing or surviving Person, (ii) if any transaction shall be between the Canadian Borrower and a Subsidiary, the Canadian Borrower shall be the continuing or surviving Person, (iiiii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iiiiiiiv ) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower BorrowerCompany or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower BorrowerCompany or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

Consolidations and Mergers. The Borrower shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary the Borrower may merge with the Borrower or with any one or more SubsidiariesPerson; provided PROVIDED that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Personcorporation, (ii) both before and after giving effect to the consummation of such merger no Default or Event of Default shall have occurred and be continuing and (iii) if such merger had been consummated on the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as the case may be, no Default or Event of Default would have occurred as a result thereof; (b) any Subsidiary may merge with the Borrower, PROVIDED that the Borrower shall be the continuing or surviving corporation, or with any one or more Subsidiaries, PROVIDED that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personcorporation; (bc) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded another WhollyOwned Subsidiary; and (cd) the merger of any merger, consolidation or disposition Subsidiary with any Person in connection with a transaction disposition of assets permitted by Section 7.03 or an Acquisition permitted by Section 7.059.2(d).

Consolidations and Mergers. The Borrower shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor acquire all or substantially all of the assets of, any other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; Borrower, provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Personcorporation, (ii) or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personcorporation; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction to the extent permitted by Section 7.03 7.2. Nothing in this Section 7.3 shall prevent the Borrower or any of its Subsidiaries from merging with, or acquiring all or substantially all of the assets of any Person if (i) with respect to a merger, the Borrower or such Subsidiary party to such merger is the surviving entity of such merger, and (ii) the total assets (including securities and all other assets) so acquired, together with the total assets for all such transactions occurring after the Closing Date (in each case as measured on the effective date of such merger or acquisition), do not exceed in any fiscal year an amount greater than 15% of the Consolidated Tangible Net Worth of the Borrower and its Subsidiaries for such fiscal year and do not exceed in the aggregate since October 23, 1997, $500,000,000, and (iii) the merger or acquisition involves an entity engaged in a similar business to that of the Borrower or in a business within the Borrower's strategic plans; and (iv) no Default or Event of Default has occurred or would occur from such merger or acquisition. If any Acquisition permitted by Section 7.05or Investment is hostile, no proceeds of any Loan may be used, directly or indirectly, therefor ("hostile" for purposes of this sentence meaning the prior effective written consent of the board of directors or equivalent governing body of the acquiree is not obtained).

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Project Finance Subsidiary or any Republic Insurance EntityInternational Subsidiary) to, merge, merge or consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of of, any other Person, except: (a) any Subsidiary may merge or consolidate with the Borrower or with any one or more Subsidiaries; provided that into (i) if any transaction shall be between the Borrower and a SubsidiaryCompany, provided that the Borrower Company shall be the continuing or surviving Personcorporation, or (ii) any one or more Subsidiaries (other than a Project Finance Subsidiary or an International Subsidiary (unless such merger or consolidation involves only International Subsidiaries)); provided that if (A) any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; entity and (iiiB) if any transaction shall be between an Excluded Subsidiary and involve a Subsidiary that is not an Excluded Principal Operating Subsidiary, a Subsidiary that is not an Excluded Principal Operating Subsidiary shall be the continuing or surviving Personentity; (b) the Company and any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets in compliance with the provisions of Section 7.02; (other than an Excluded Subsidiaryc) any Subsidiary may sell convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or a another Wholly-Owned Subsidiary (other than a Project Finance Subsidiary or an International Subsidiary (unless such transaction involves only International Subsidiaries)); (d) any Subsidiary may merge, consolidate or combine with or into any other Person; provided that the successor formed by such consolidation or combination or the survivor of such merger is a Subsidiary and the Company directly or indirectly through Wholly-Owned Subsidiaries owns at least the same percentage of outstanding stock or other equity interests of the successor or survivor Subsidiary as the Subsidiary involved in the consolidation, combination or merger; and provided, further, that (i) the prior, effective written consent or approval to such 721510353 03 55 consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in the case of a merger, consolidation or combination with or into an entity that, if it were a separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets the Pricing Rating immediately before giving effect to the Borrower or a Subsidiary that such transaction is not an Excluded Subsidiary for nominal consideration or below, and the Pricing Rating would not reasonably be expected solely as a result of the voluntary dissolution or liquidation of such Excluded Subsidiarytransaction to decline below, BBB+; and (ce) any the Company may merge, consolidate or combine with another entity if the Company is the Person surviving the merger, consolidation or disposition combination; provided that (i) the prior, effective written consent or approval to such consolidation, combination or merger of the board of directors or equivalent governing body of the other party is obtained and (ii) in connection the case of a merger, consolidation or combination with or into an entity that, if it were a separate Subsidiary of the Company, would be deemed to constitute a Significant Subsidiary, the Pricing Rating immediately before giving effect to such transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05is not below, and the Pricing Rating would not reasonably be expected solely as a result of such transaction to decline below, BBB+.

Consolidations and Mergers. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except Permitted Acquisitions and except: (a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and (including by way of a Subsidiarymerger, the purpose of which is to reorganize the Borrower into a new domestic jurisdiction), so long as the Borrower shall be the continuing or surviving Person, Person or (ii) if one or more other Restricted Subsidiaries; provided that when any transaction shall be between Person that is a Subsidiary and Credit Party (other than the Borrower) is merging with a Wholly-Owned Restricted Subsidiary, a Wholly-Owned Subsidiary Credit Party shall be the continuing or surviving Person; Person unless the resulting Investment made in connection with a Credit Party merging with a Non-Credit Party shall otherwise be an Investment permitted by Section 5.4 (other than subsection 5.4(y)); (i) any Subsidiary that is a Non-Credit Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a Non-Credit Party, (ii) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve and (iii) the Borrower or any Restricted Subsidiary may change its legal form if, (A) with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any transaction shall be between an Excluded Subsidiary change in legal form, the Borrower will remain the Borrower and a Subsidiary that is not an Excluded Subsidiary, a Guarantor will remain a Subsidiary that Guarantor unless such Subsidiary Guarantor is not an Excluded Subsidiary otherwise permitted to cease being a Guarantor under this Agreement), (B) with respect to clause (iii), the Administrative Agent shall be have been provided with at least 10 days’ written notice after such change (or such other later period acceptable to the continuing or surviving PersonAdministrative Agent in its sole discretion) and (C) each Credit Party shall take all such actions, executed all such documents, made all such filings as the Administrative Agent may reasonably request in connection therewith in furtherance of satisfaction of the Collateral and Guarantee Requirement; (bc) any Restricted Subsidiary (other than an Excluded Subsidiary) may sell or transfer Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that (A) (i) if the transferor in such a Wholly-Owned Subsidiarytransaction is a Credit Party, then the transferee must be a Credit Party and any Excluded (ii) if the transferor in such a transaction is a Restricted Subsidiary may transfer all or substantially all of its assets to the Borrower then the transferee must be either the Borrower or one of its Restricted Subsidiaries or (B) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 5.4 (other than subsection 5.4(y)); (d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, in connection with any Permitted Acquisition, the Borrower may merge or consolidate with any other Person; provided that the Borrower shall be the continuing or surviving corporation;[reserved]; (e) so long as no Event of Default has occurred and is continuing or would result therefrom (in the case of a merger, amalgamation or consolidation involving a Credit Party), any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 5.4 (other than subsection 5.4(y)); provided that is not an Excluded the continuing or surviving Person shall be a Restricted Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation Borrower, which together with each of such Excluded Subsidiaryits Restricted Subsidiaries, shall have complied with the requirements of Section 4.11 to the extent required pursuant to the Collateral and Guarantee Requirement; (f) the consummation of any Permitted Acquisition[reserved]; and (cg) any so long as no Default or Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation consolidation, amalgamation, dissolution, liquidation or disposition in connection consolidation, the purpose of which is to effect a Disposition permitted pursuant to Section 5.2. The Borrower shall not become a direct Subsidiary of any other Person (such Person, together with any of its Affiliates who hold any Equity Interests of the Borrower, a transaction permitted “Parent Holdco”), unless the Borrower and each such Parent Holdco shall take such actions and deliver such customary documentation as may be reasonably necessary to provide the Administrative Agent and the other Secured Parties the benefit of (x) a guarantee of the Obligations by Section 7.03 or an Acquisition permitted each such Parent Holdco and (y) a pledge of 100% of the Equity Interests of the Borrower held by Section 7.05.each such Parent Holdco to secure the Obligations; provided, such Parent Holdco (A) need not be subject to the covenants set forth herein applicable to the Credit Parties generally and (B) shall be subject to a customary “passive holdco” covenant limiting such Parent Holdco’s business and operational activities..

Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withor amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge or amalgamate with the Borrower or with any one or more Subsidiaries; Borrower, provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Personcorporation or, (ii) in the case of an amalgamation, the resulting corporation shall have entered into all assumption agreements and provided all further assurances as the Agent may reasonably require, or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiarycorporation, a Subsidiary that is not an Excluded Subsidiary shall be or the continuing or surviving Personcorporation shall be a Wholly-Owned Subsidiary; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, amalgamation, consolidation or disposition in connection with a transaction permitted by Section 7.03 7.3 or an Acquisition permitted by Section 7.057.5; provided that, notwithstanding the foregoing, so long as the HSW Mortgage Loan exists, the Borrower shall not permit HSW Mortgage Corp. or any direct or indirect parent thereof, other than the Borrower (each a “Restricted Subsidiary”) to merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except that (w) any Restricted Subsidiary may merge or consolidate with or into the Borrower, provided that the Borrower shall be the continuing or surviving corporation, (x) any Restricted Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower, (y) any Restricted Subsidiary may merge or consolidate with or into any Wholly-Owned Subsidiary of the Borrower (whereupon such Restricted Subsidiary shall cease to be a Restricted Subsidiary and such Wholly-Owned Subsidiary shall become a Restricted Subsidiary), and (z) any Restricted Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to any Wholly-Owned Subsidiary of the Borrower (whereupon such Restricted Subsidiary shall cease to be a Restricted Subsidiary and such Wholly-Owned Subsidiary shall become a Restricted Subsidiary).

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) transactions all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary (other than an Excluded Subsidiary) may merge with the Borrower Company (provided that the Company shall be the continuing or surviving corporation), or with any one or more Subsidiaries; Subsidiaries (other than an Excluded Subsidiary), provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Personcorporation; it being understood and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiaryagreed that, a Subsidiary that is not notwithstanding the prohibition contained in this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by this clause in the continuing event that such transaction would remove or surviving Personeliminate the condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary (other than an Excluded Subsidiary); it being understood and agreed that, and any Excluded Subsidiary may transfer all or substantially all of its assets to notwithstanding the Borrower or a Subsidiary that is not prohibition contained in this clause, an Excluded Subsidiary for nominal consideration shall be permitted to constitute part of a transaction permitted by this clause in the event that such transaction would remove or as a result of eliminate the voluntary dissolution or liquidation of condition that caused such Excluded Subsidiary to be an Excluded Subsidiary; and; (c) any mergerSubsidiary may merge with or consolidate into any Person (other than an Excluded Subsidiary), provided that (i) at the time of such merger or consolidation, no Default or Event of Default shall exist or result after giving effect to the consummation of such merger or consolidation and (ii) either (x) such Subsidiary shall be the continuing or disposition surviving corporation as a Wholly-Owned Subsidiary of the Company or (y) such Person shall become a Subsidiary of the Company as a result thereof; it being understood and agreed that, notwithstanding the prohibition contained in connection with this clause, an Excluded Subsidiary shall be permitted to constitute part of a transaction permitted by Section 7.03 this clause in the event that such transaction would remove or eliminate the condition that caused such Excluded Subsidiary to be an Acquisition Excluded Subsidiary; (d) any Excluded Subsidiary may merge with or consolidate into any one or more Excluded Subsidiaries; (e) any Wholly-Owned Subsidiary may liquidate and dissolve into its parent; and (f) dispositions permitted by Section 7.058.02.

Consolidations and Mergers. The Borrower will not merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall notbe a wholly owned Subsidiary of the Borrower and any third-party consents or waivers necessary for such merger or consolidation shall have been obtained, provided further that, (A), in the case of any such merger or consolidation to which a Pledged Subsidiary is a party, the Person formed by such merger or consolidation shall be a “Pledged Subsidiary” and (B) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any sale or other disposition permitted under Section 5.19 (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iii) the Borrower may merge with another Person; provided, however, that in each case, such merger or consolidation is otherwise in compliance with this Agreement and immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any merger to which the Borrower is a party, the Borrower is the Person surviving such merger. Notwithstanding any of the foregoing in clauses (i) and (ii) of this Section 5.11, the Borrower will not permit any Subsidiary of the Borrower with any direct or indirect interest in (other than any Allied Unrestricted Subsidiaryx) a Power Supply Business to consolidate or merge with, any Securitization Subsidiary other Person with a direct or indirect interest in any other Power Supply Business or any Republic Insurance Entityunrelated business or (y) to, merge, any unrelated business to consolidate or merge with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other PersonPerson with a direct or indirect interest in any Power Supply Business, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) subject to the Borrower or a Wholly-Owned Subsidiary, and proviso set forth in Section 5.16(b) so that any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition such proviso shall also be permitted by this Section 7.055.11.

Consolidations and Mergers. The Borrower Purchaser shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower Purchaser, provided that the Purchaser shall be the continuing or surviving corporation, or with any one or more Subsidiaries; , provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiarycorporation, a Subsidiary that is not an Excluded Subsidiary shall be or the continuing or surviving Personcorporation shall be a Wholly-Owned Subsidiary; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Purchaser or a another Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 6.3 or an Acquisition permitted by Section 7.056.5; provided that, notwithstanding the foregoing, the Purchaser shall not permit any of South MECKCA, LLC, West MECKCA, LLC, Norbehouse, LP, and HSW Mortgage Corp. (each a "Restricted Subsidiary") to merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except that (x) any Restricted Subsidiary may merge with the Purchaser, provided that the Purchaser shall be the continuing or surviving corporation, or with any one or more of Restricted Subsidiaries, and (y) any Restricted Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Purchaser or another Restricted Subsidiary.

Consolidations and Mergers. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate withwith or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Wholly-Owned Subsidiary may merge with another Wholly-Owned Subsidiary, provided, that pursuant to this subsection (a), a Foreign Subsidiary may only merge with another Foreign Subsidiary and a Domestic Subsidiary may only merge with another Domestic Subsidiary; (b) any Subsidiary may merge with the Borrower Company, provided that (i) the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower , and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; (c) another Person organized under the laws of any state of the United States may merge with or consolidate into the Company or any Subsidiary so long as (i) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction (determined in respect of Sections 8.16, 8.17, 8.18, 8.19 and 8.20 on a pro forma basis as of the last day of the prior fiscal quarter), (ii) the Company or such Subsidiary is the surviving Person; , and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Personall applicable legal requirements have been satisfied; (bd) any Subsidiary (other than an Excluded Subsidiary) may transfer, dispose of or sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or a another Wholly-Owned Subsidiary, and ; (e) the Company may merge with a corporation organized under the laws of any Excluded Subsidiary may transfer all or substantially all state of its assets the United States solely for the purpose of reincorporating in such other state so long as (i) the surviving Person assumes the Company's Obligations under the Loan Documents pursuant to a written instrument reasonably satisfactory to the Borrower Agent and (ii) no Default or a Subsidiary that Event of Default has occurred and is not an Excluded Subsidiary for nominal consideration continuing or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiarywould occur after giving effect thereto; and (cf) the Company or any merger, consolidation Subsidiary may sell or disposition transfer assets to effect an Investment in connection with a transaction Joint Venture permitted by Section 7.03 or an Acquisition permitted by Section 7.058.04(e).