Common use of Fundamental Changes; Business Activities Clause in Contracts

Fundamental Changes; Business Activities. (a) Neither Borrower will, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower will, nor will it permit None of the Company or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Company) may merge or consolidate with any Foreign Borrower or in a transaction in which the Subsidiary surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iiiiv) [reserved] any Restricted Subsidiary may merge into or consolidate with any Person (other than a Borrower) in a transaction permitted under Section 6.06 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (ivv) any Restricted Subsidiary (other than the Subsidiary a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any such merger or consolidation involving a Person Material Subsidiary that is not liquidated or dissolved shall be transferred to the Company, a wholly-owned Restricted Subsidiary immediately prior to Loan Party, or the direct holder of the Equity Interests of such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04Material Subsidiary in connection therewith. (b) Neither Borrower will, nor None of the Company or any Restricted Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted or engaged in by the Parent Borrower and the Company or any of its Restricted Subsidiaries on the date hereof hereof, reasonably related, similar, incidental, complementary, ancillary, corollary, synergistic or related businesses, and/or a reasonable extension, development or expansion of such businesses (including the Separation Transactions). (c) The Company will not permit any Person other than the Company, one or more of its Restricted Subsidiaries that is not a CFC and businesses reasonably related or complementary theretominority investors in Excluded Subsidiaries, to own any Equity Interests in any Domestic Subsidiary (other than as a result of an acquisition of a CFC that owns Equity Interests in a Domestic Subsidiary and such ownership structure is not established in contemplation of such acquisition). Notwithstanding the foregoing, a CFC may own the Equity Interests of a CFC Holdco.

Fundamental Changes; Business Activities. (a) Neither None of the U.S. Borrower will, nor will it permit or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent U.S. Borrower or the Belgian Borrower in a transaction in which the Parent U.S. Borrower or the Belgian Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, respectively, (ii) any Restricted Subsidiary or any other Person (other the Parent Borrower or the Subsidiary than any Borrower) may be merged or consolidated with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidation involving one or more Restricted Subsidiaries that are Loan Parties, (A) a Restricted Subsidiary that is a Loan Party shall be the continuing or surviving corporation, (B) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is a Designated Subsidiary and not then a Loan Party, the U.S. Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Restricted Subsidiary to comply with the Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04, (iii) any Restricted Subsidiary may merge into or consolidate with any Restricted Subsidiary Person in a transaction permitted under Section 6.05 (other than clause (g) thereof) in which which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan PartySubsidiary, (iiiiv) [reserved] the Spin-Off and related Transactions may be consummated and (ivv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine U.S. Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers U.S. Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not the U.S. Borrower or a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by Section 6.04at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing. (b) Neither The Borrowers and the Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Borrowers and the Restricted Subsidiaries, taken as a whole, on the Signing Date and other business activities reasonably related, incidental, complementary or ancillary thereto and, in the case of a Special Purpose Securitization Subsidiary, Permitted Securitization Financings. (c) The U.S. Borrower will, nor will it not permit any Person other than the U.S. Borrower, or one or more of its Restricted Subsidiaries tothat is not a CFC, engage to own any material extent Equity Interests in any business Domestic Subsidiary (other than businesses as a result of the type conducted by the Parent Borrower an acquisition permitted under Section 6.04 of a CFC that owns Equity Interests in a Domestic Subsidiary and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary theretosuch ownership structure is not established in contemplation of such acquisition).

Fundamental Changes; Business Activities. (ai) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuingcontinuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (iA) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (iiB) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (ivC) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Subsidiary Borrower) in a transaction permitted under ‎Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders, (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this ‎Section 7.03(c)(i)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04‎Section 7.03(d), and (F) on the Closing Date, the Initial Borrower may merge with and into the Borrower with the Borrower being the Surviving Person. (bii) Neither The Borrower willwill not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary theretoa Permitted Business.

Fundamental Changes; Business Activities. (a) Neither None of the Parent, the Borrower will, nor or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate liquidate, wind up or dissolvedissolve (or suffer any liquidation or dissolution), except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person that is, or will in connection with such merger or consolidation become, a REIT may (x) merge into the Parent Borrower in a transaction permitted hereunder and in which the Parent Borrower is the surviving entity corporation and (y) merge into the Subsidiary Borrower such merger does not result in a transaction in which the Subsidiary Borrower is the surviving entityany violation of Section 6.03(c), (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerGeneral Partner) may merge into the Borrower in a transaction permitted hereunder and in which the Borrower is the surviving entity, (iii) any Person (other than the Parent, the Borrower or the General Partner) may merge or consolidate with any Restricted Subsidiary (other than the Borrower and the General Partner) in a transaction permitted hereunder and in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Borrower and the General Partner) may merge into or consolidate with any Person (other than the Parent, the Borrower or the General Partner) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary Borrowerand (v) any Subsidiary (other than the Borrower and the General Partner) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the LendersLenders and the Borrower or a Subsidiary Loan Party receives any assets of such dissolved or liquidated Subsidiary if such dissolved or liquidated Subsidiary was a Loan Party at the time of such liquidation or dissolution; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also treated as an Investment permitted by under Section 6.04. (b) Neither None of the Parent, the Borrower will, nor or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Parent, the Borrower and the Restricted other Subsidiaries on the date hereof Effective Date (after giving effect to the Formation Transactions) and businesses reasonably related or complementary thereto. (c) Notwithstanding anything herein to the contrary, the Parent (i) will not engage in any business or activity other than the ownership of all the outstanding Equity Interests in the General Partner and Equity Interests in the Borrower and activities incidental thereto and (ii) will not own or acquire any material assets (other than Equity Interests in the General Partner and the Borrower, cash and Permitted Investments) or incur any liabilities (other than Indebtedness expressly permitted to be incurred by it under Section 6.01, liabilities imposed by law, including liabilities in respect of Taxes, and other liabilities incidental to its existence and permitted business and activities). (d) Notwithstanding anything herein to the contrary, the Finance Corp. (i) will not engage in any significant business and (ii) will not own or acquire any material assets or incur any liabilities (other than Indebtedness permitted to be incurred by it under Section 6.01 (but only as a co-obligor or guarantor with respect to Indebtedness if the Borrower is an obligor on such Indebtedness and the net proceeds of such Indebtedness are received by a Loan Party), liabilities imposed by law (including liabilities in respect of Taxes) and other liabilities incidental to its existence and permitted business and activities). (e) Notwithstanding anything herein to the contrary, the General Partner (i) will not engage in any business or activity other than the ownership of outstanding Equity Interests of the Borrower and activities incidental thereto (including transactions contemplated or permitted by the Partnership Agreement and the provision of administrative, legal and management services to, or on behalf of, the Borrower) and (ii) will not own or acquire any material assets (other than Equity Interests in the Borrower, cash and Permitted Investments) or incur any liabilities (other than Indebtedness expressly permitted to be incurred by it under Section 6.01, liabilities imposed by law (including liabilities in respect of Taxes) and other liabilities incidental to its existence and permitted business and activities).

Fundamental Changes; Business Activities. (a) Neither Borrower willParent will not, nor and will it not permit any Restricted Material Subsidiary (other than any Excluded Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) Parent or any Restricted Material Subsidiary may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Person; provided that (A) in the case of any merger or consolidation involving Parent or any Borrowing Subsidiary, (1) either (x) Parent or such Borrowing Subsidiary shall be the continuing or surviving Person or (y) the continuing or surviving Person shall be a corporation or limited liability company organized under the laws of the United States of America or any State thereof and shall assume all of Parent’s or such Borrowing Subsidiary’s obligations under the Loan Documents in a transaction manner reasonably acceptable to the Administrative Agent, and (2) Parent or such Borrowing Subsidiary shall give the Lenders reasonable prior notice thereof in which order to allow the Lenders to comply with “know your customer” rules and other applicable regulations; and (B)(1) in the case of any merger or consolidation involving a Material Subsidiary, the continuing or surviving entity is Person shall be a Restricted Subsidiary and, if such Material Subsidiary is a Wholly Owned Subsidiary, shall be a Wholly Owned Subsidiary, and (2) in the case of any party to such merger or consolidation involving a Material Subsidiary that is a Subsidiary Loan Party, the continuing or surviving Person shall be a Subsidiary Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that the requirements set forth in this clause (B) shall not apply to any such merger or consolidation involving a Person Material Subsidiary (other than any Borrowing Subsidiary) consummated to effect any sale, transfer or other disposition of all of the Equity Interests in such Material Subsidiary owned by Parent and the Subsidiaries in accordance with Section 6.08; and (ii) any Material Subsidiary (other than a Borrowing Subsidiary) may liquidate or dissolve into another Subsidiary; provided that in the case of any such liquidation or dissolution of a Material Subsidiary that is not a wholly-owned Restricted Wholly Owned Subsidiary, the other Subsidiary immediately prior to shall be a Wholly Owned Subsidiary and, if such merger liquidating or consolidation dissolving Material Subsidiary is a Subsidiary Loan Party, shall not be permitted unless it is also permitted by Section 6.04a Subsidiary Loan Party. (b) Neither Borrower willParent will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary (other than any Excluded Subsidiary) to, engage to any material extent in any business other than businesses conducted as of the type conducted Effective Date by the Parent Borrower and the Restricted Subsidiaries on the date hereof Subsidiaries, taken as a whole, and businesses similar, ancillary, complementary or otherwise reasonably related thereto or complementary theretothat are a reasonable extension, development or expansion thereof.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company shall not, nor will it and shall not permit any Restricted Subsidiary of its Subsidiaries to, merge into merge, consolidate or consolidate amalgamate with any other Person, or permit any other Person to merge or consolidate with itliquidate, or liquidate wind-up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, : (i) any Restricted Subsidiary of the Company may (x) merge merge, consolidate or amalgamate with or into the Parent Borrower Company or any Subsidiary, provided that (A) in a the case of any such transaction in which involving the Parent Borrower is Company, the Company shall be the surviving entity or continuing Person, (B) in the case of any such transaction involving a Borrowing Subsidiary, such Borrowing Subsidiary (or, in the case of a merger, consolidation or amalgamation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the Company or such other Borrowing Subsidiary) shall be the surviving or continuing Person and (yC) merge in the case of any such transaction involving a Subsidiary Guarantor, the surviving or continuing Person shall be a Subsidiary Guarantor (or, in the case of a merger, consolidation or amalgamation of such Subsidiary Guarantor with or into the Subsidiary Borrower in a transaction in which Company, the Subsidiary Borrower is the surviving entity, Company); (ii) any Person (other than the Parent Borrower Company or the Subsidiary Borrowera Subsidiary) may merge merge, consolidate or amalgamate with or into (A) the Company in a transaction in which the Company is the surviving or consolidate with continuing Person or (B) any Restricted Subsidiary in a transaction in which such Subsidiary or a Person that becomes a Subsidiary is the surviving entity is or continuing Person, provided that in the case of any such transaction involving a Restricted Borrowing Subsidiary andor a Subsidiary Guarantor, if any party such Borrowing Subsidiary or Subsidiary Guarantor, as the case may be, or a Person that becomes a Borrowing Subsidiary or a Subsidiary Guarantor, as applicable in accordance with the provisions of this Agreement (and assumes the obligations of such Borrowing Subsidiary or Subsidiary Guarantor, as applicable, pursuant to an assumption agreement reasonably acceptable to the Administrative Agent and provides such merger other certificates and opinions as shall be reasonably requested by the Administrative Agent), shall be the surviving or consolidation is a Loan Party, a Loan Party, continuing Person; (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowera Borrowing Subsidiary) may liquidate merge, consolidate or amalgamate with or into any Person (other than the Company) in a transaction not prohibited hereunder in which, after giving effect to such transaction, the surviving or continuing Person is not a Subsidiary; (iv) the GET Acquisition may be consummated; and (v) any Subsidiary (other than a Borrowing Subsidiary) may liquidate, wind-up or dissolve if the Borrowers determine Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in not material to the best interests of the Borrowers Company and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower willThe Company shall not, nor will it and shall not permit any of its Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger, consolidation or amalgamation and whether in one transaction or in a series of transactions, assets (including Capital Securities of Subsidiaries) representing all or substantially all of the assets of the Company and its Subsidiaries (whether now owned or hereafter acquired), taken as a whole. (c) The Company shall not, and shall not permit any of its Subsidiaries to, engage to any material extent in any line of business other than the businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries engaged in on the date hereof Effective Date and businesses and other activities complementary, reasonably related or complementary incidental thereto, including the business of the Persons to be acquired in the GET Acquisition engaged in by the GET Seller and its subsidiaries on the Effective Date. (d) The Company shall not permit any Borrowing Subsidiary to cease to be a wholly owned Subsidiary of the Company.

Fundamental Changes; Business Activities. (a) Neither Borrower willNone of the Company or any Subsidiary will merge into, nor will it permit any Restricted Subsidiary to, merge into amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person (other than the Company) may (x) merge into the Parent any Borrower in a transaction in which the Parent such Borrower is the surviving entity and (y) merge into or the Subsidiary surviving entity expressly assumes the obligations of the relevant Borrower in a transaction in manner reasonably acceptable to the Administrative Agent (including any such merger, amalgamation or consolidation, the purpose of which is to re-domesticate or change the form of organization of any Borrower) including, if applicable, by delivering a Borrowing Subsidiary Borrower Agreement; provided, that any merger of a Loan Party into a Subsidiary that is the surviving entitynot a Loan Party must comply with Section 6.04 (other than by reason of clause (g) thereof), (ii) the Company may merge into any newly formed corporation or other business entity for the purpose of re-domesticating or changing the form of organization of any Borrower; provided, that (A) the surviving or resulting entity shall be organized in a jurisdiction within the United States and shall expressly assume the obligations of the Company under the Loan Documents and (B) after giving effect to such transaction, no Event of Default shall have occurred and be continuing, (iii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into merge, amalgamate or consolidate with any Restricted Subsidiary (including any such merger, amalgamation or consolidation, the purpose of which is to re-domesticate or change the form of organization of any Subsidiary) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, amalgamation or consolidation is a Loan Party, a Subsidiary Loan Party, (iiix) [reserved] and the Subsidiary Loan Party is the surviving entity, (y) the surviving entity expressly assumes the obligations of the relevant Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or (z) such merger, consolidation or amalgamation is permitted as an Investment under Section 6.04 (other than by reason of clause (g) thereof), in which case, if such Subsidiary Loan Party is a Borrowing Subsidiary, such Subsidiary shall prior to or simultaneously with such merger, amalgamation or consolidation enter into a Borrowing Subsidiary Termination, (iv) any Restricted Subsidiary may merge into, amalgamate with or consolidate with any Person in a transaction permitted under Section 6.05 (other than by reason of clause (f) thereof) in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and, if such Subsidiary is a Borrowing Subsidiary, such Subsidiary shall prior to or simultaneously with such merger, amalgamation or consolidation enter into a Borrowing Subsidiary Termination, (v) any Person (other than the Company) may merge into any Subsidiary Borrowerin a transaction which constitutes an Investment permitted by Section 6.04 (other than by reason of clause (g) thereof) and (vi) any Subsidiary may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower will, nor None of the Company or any Subsidiary will it permit any of its Restricted Subsidiaries to, engage cease to any material extent be primarily engaged in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted its Subsidiaries on the date hereof and businesses reasonably related related, complementary, incidental or complementary ancillary thereto. (c) The Company will not permit any Subsidiary that is a CFC to own any Equity Interests in any Domestic Subsidiary, other than as a result of a Permitted Acquisition or other Investment permitted hereunder where such ownership involves subsidiaries of the acquired Person and exists at the time of, and is not created in contemplation of, such Permitted Acquisition or other Investment.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Material Subsidiary (other than any Excluded Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) the Company or any Restricted Material Subsidiary may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Person; provided that (A) in the case of any merger or consolidation involving the Company or any Borrowing Subsidiary, (1) either (x) the Company or such Borrowing Subsidiary shall be the continuing or surviving Person or (y) the continuing or surviving Person shall be a corporation or limited liability company organized under the laws of the United States of America or any State thereof and shall assume all of the Company’s or such Borrowing Subsidiary’s obligations under the Loan Documents in a transaction manner reasonably acceptable to the Administrative Agent, and (2) the Company or such Borrowing Subsidiary shall give the Lenders reasonable prior notice thereof in which order to allow the Lenders to comply with “know your customer” rules and other applicable regulations; and (B) (1) in the case of any merger or consolidation involving a Material Subsidiary, the continuing or surviving entity is Person shall be a Restricted Subsidiary and, if such Material Subsidiary is a Wholly Owned Subsidiary, shall be a Wholly Owned Subsidiary, and (2) in the case of any party to such merger or consolidation involving a Material Subsidiary that is a Subsidiary Loan Party, the continuing or surviving Person shall be a Subsidiary Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that the requirements set forth in this clause (B) shall not apply to any such merger or consolidation involving a Person Material Subsidiary (other than any Borrowing Subsidiary) consummated to effect any sale, transfer or other disposition of all of the Equity Interests in such Material Subsidiary owned by the Company and the Subsidiaries in accordance with Section 6.08; and (ii) any Material Subsidiary (other than a Borrowing Subsidiary) may liquidate or dissolve into another Subsidiary; provided that in the case of any such liquidation or dissolution of a Material Subsidiary that is not a wholly-owned Restricted Wholly Owned Subsidiary, the other Subsidiary immediately prior to shall be a Wholly Owned Subsidiary and, if such merger liquidating or consolidation dissolving Material Subsidiary is a Subsidiary Loan Party, shall not be permitted unless it is also permitted by Section 6.04a Subsidiary Loan Party. (b) Neither Borrower willThe Company will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary (other than any Excluded Subsidiary) to, engage to any material extent in any business other than businesses conducted as of the type conducted Restatement Effective Date by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof Subsidiaries, taken as a whole, and businesses similar, ancillary, complementary or otherwise reasonably related thereto or complementary theretothat are a reasonable extension, development or expansion thereof.

Fundamental Changes; Business Activities. (a) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than Holdings or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) any Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary Loan Party, (v) any Subsidiary (other than the Borrower or another Subsidiary Loan Party) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary, and (vi) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the Borrower, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewith or otherwise Disposed of in a manner permitted under Section 6.05; provided, further, that any merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.046.04 or under Section 6.05. (b) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by Holdings, the Parent Borrower and the Restricted Subsidiaries on the date hereof First Refinancing Facility Agreement Effective Date and businesses reasonably related or complementary ancillary thereto. (c) Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance (other than any fees, costs and expenses payable to an Affiliate), (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower and the other Subsidiaries, (iv) the incurrence of Indebtedness permitted under Section 6.01(a)(i), (viii) and (xiii), and the performance of its obligations under and in connection with the Loan Documents and any documentation governing any Indebtedness permitted to be incurred under Section 6.01(a)(viii) and (xiii), (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not otherwise prohibited by this Agreement, including the payment of costs, fees and expenses related thereto (other than costs, fees and expenses payable to an Affiliate), (vi) the creation, incurrence or assumption of Liens pursuant to Section 6.02(a)(i), (ii), (iii), (xi) and (xii), (vii) the ownership and/or acquisition of cash and Permitted Investments, (viii) any transaction that Holdings is expressly permitted to enter into or consummate under Sections 6.04, 6.05, 6.06, 6.07, 6.08 or 6.09, (ix) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (x) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (xi) activities incidental to the consummation of the Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to (x) of this paragraph.

Fundamental Changes; Business Activities. (a) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than Holdings or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) any Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary Loan Party, (v) any Subsidiary (other than the Borrower or another Subsidiary Loan Party) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary, and (vi) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the Borrower, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewith or otherwise Disposed of in a manner permitted under Section 6.05; provided, further, that any merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.046.04 or under Section 6.05. (b) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by Holdings, the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary ancillary thereto. (c) Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance (other than any fees, costs and expenses payable to an Affiliate), (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower and the other Subsidiaries, (iv) the incurrence of Indebtedness permitted under Section 6.01(a)(i), (viii) and (xiii), and the performance of its obligations under and in connection with the Loan Documents and any documentation governing any Indebtedness permitted to be incurred under Section 6.01(a)(viii) and (xiii), (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not otherwise prohibited by this Agreement, including the payment of costs, fees and expenses related thereto (other than costs, fees and expenses payable to an Affiliate), (vi) the creation, incurrence or assumption of Liens pursuant to Section 6.02(a)(i), (ii), (iii), (xi) and (xii), (vii) the ownership and/or acquisition of cash and Permitted Investments, (viii) any transaction that Holdings is expressly permitted to enter into or consummate under Sections 6.04, 6.05, 6.06, 6.07, 6.08 or 6.09, (ix) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (x) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (xi) activities incidental to the consummation of the Transactions and (xii) activities incidental to the businesses or activities described in clauses (i) to (x) of this paragraph.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Subsidiary or any other Person (other than the Parent Borrower Borrower) may be merged or consolidated with or into any one of more Subsidiaries; provided that, in the case of any merger or consolidation involving one or more Subsidiaries that are Loan Parties, (A) a Subsidiary that is a Loan Party shall be the continuing or surviving corporation, (B) if the Subsidiary Borrowerformed by or surviving any such merger or consolidation is a Designated Subsidiary and not then a Loan Party, the Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Subsidiary to comply with the Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Subsidiary formed by or surviving any such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04, (iii) any Subsidiary may merge into or consolidate with any Restricted Subsidiary Person in a transaction permitted under Section 6.05 (other than clause (g) thereof) in which which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary andSubsidiary, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (iv) the Transactions may be consummated and (v) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 6.046.04 and (y) at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing. (b) Neither The Borrower willand the Subsidiaries, nor taken as a whole, will it permit any not fundamentally and substantively alter the character of its Restricted Subsidiaries totheir business, engage to any material extent in any taken as a whole, from the business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries Subsidiaries, taken as a whole, on the date hereof Effective Date and businesses other business activities reasonably related or complementary incidental thereto. (c) The Borrower will not permit any Person other than the Borrower, or one or more of its Subsidiaries that is not a CFC, to own any Equity Interests in any Domestic Subsidiary (other than as a result of an acquisition permitted under Section 6.04 of a CFC that owns Equity Interests in a Domestic Subsidiary and such ownership structure is not established in contemplation of such acquisition).

Fundamental Changes; Business Activities. (a) Neither None of the Borrower willor any other Subsidiary will merge into, nor will it permit any Restricted Subsidiary to, merge into amalgamate or consolidate with any other Person, or permit any other Person to merge into, amalgamate or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into or amalgamate with the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into merge, amalgamate or consolidate with any Restricted Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, amalgamation or consolidation is a Subsidiary Loan Party, such surviving entity is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Borrower) may merge into, amalgamate or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders, (v) any Subsidiary may merge with any other Person in order to effect a Permitted Joint Venture, a Permitted Acquisition or any other Investment permitted under Section 6.04, provided that if the Borrower is a party to any transaction effected pursuant to this clause (v), (A) the Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower under the Loan Documents in a manner reasonably acceptable to the Administrative Agent and (B) no Event of Default shall have occurred and be continuing or would result therefrom, (vi) so long as no Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect a disposition permitted pursuant to Section 6.05, may be effected; provided that if the Borrower is a party to any transaction effected pursuant to this clause (vi), the Borrower shall be the continuing or surviving Person and (vii) the Borrower and any Subsidiary may engage in the MLP Formation Transactions and any Qualified MLP IPO; provided that any such merger or amalgamation or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by Section 6.04under Sections 6.04 and 6.05. (b) Neither None of the Borrower will, nor or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted other Subsidiaries on the date hereof and businesses reasonably related or complementary ancillary thereto.

Fundamental Changes; Business Activities. (a) Neither the Borrower will, nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither the Borrower will, nor any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof Restatement Effective Date and businesses reasonably related thereto. For avoidance of doubt (x) to the extent that the Borrower or complementary its Subsidiaries needs to acquire assets or business lines that are not businesses of the type conducted by the Borrower and the Subsidiaries on the Restatement Effective Date and businesses reasonably related thereto in order to consummate a Permitted Acquisition, it may so acquire them so long (i) as it shall use commercially reasonable efforts to dispose of them as soon as practicable and (ii) the aggregate consideration paid for such assets or business lines that are not businesses of the type conducted by the Borrower and the Subsidiaries on the Restatement Effective Date (or businesses reasonably related thereto) shall constitute less than fifty percent (50%) of the aggregate consideration paid by the Borrower and the Subsidiaries in such Permitted Acquisition, and (y) this clause (b) shall not restrict Borrower’s entry into and performance of any Approved Capped Call Transaction. (c) Except as set forth on Schedule 3.12, the Borrower will not permit any Person other than the Borrower, or one or more of the Domestic Subsidiaries, to own any Equity Interests in any Subsidiary that is incorporated or organized under the Laws of the United States of America, any State thereof or the District of Columbia (other than any such Subsidiary acquired after the Restatement Effective Date). (d) The Borrower will not permit any Subsidiary other than any Subsidiary Loan Party or any Material Foreign IP Subsidiary to own any patent, trademark, copyright or other intellectual property that, individually or in the aggregate, is material to the business of the Borrower and the Subsidiaries, provided that, in the case of any such patent, trademark, copyright or other intellectual property that is acquired in a Permitted Acquisition after the Restatement Effective Date, the Borrower will not be required to comply with the requirements of this paragraph (i) until the 30th day following the date of the acquisition thereof or (ii) if and for so long as compliance with the requirements of this paragraph shall result, in the reasonable determination of a Financial Officer of the Borrower, in adverse tax consequences to the Borrower and the Subsidiaries that are material in relation to the aggregate consideration (including, in each case, Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout and similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) paid for such Permitted Acquisition (it being understood that nothing in this paragraph shall be deemed to limit the covenants of the Borrower under the final paragraph of Section 6.05).

Fundamental Changes; Business Activities. (a) Neither Borrower willNone of Xxxxxx USA, nor the Company or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person (other than the Company or another Subsidiary) may (x) merge into the Parent Borrower Xxxxxx USA in a transaction in which the Parent Borrower Xxxxxx USA is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the Parent Borrower or the Subsidiary Borrowerthan Xxxxxx USA) may merge into the Company in a transaction in which the Company is the surviving corporation, (iii) any Person (other than Xxxxxx USA or the Company) may merge or consolidate with any Restricted Subsidiary (other than the Company) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Company) may merge into or consolidate with any Person (other than Xxxxxx USA or the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary Borrowerand (v) any Subsidiary (other than the Company) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither Borrower willNone of Xxxxxx USA, nor the Company or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by Xxxxxx USA, the Parent Borrower Company and the Restricted other Subsidiaries on the date hereof and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower willParent will not, nor and will it not permit any Restricted Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Restricted Subsidiary (other than the Company) may (x) merge into the or amalgamate with Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into into, amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger merger, amalgamation or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and any Restricted Subsidiary may merge into, amalgamate with or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) any Restricted Subsidiary (other than the Subsidiary Canadian Borrower) may liquidate or dissolve if the Borrowers determine Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Parent and is not materially disadvantageous to the Lenders; provided that any such merger merger, amalgamation or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger merger, amalgamation or consolidation shall not be permitted unless it is also permitted by Section 6.046.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition. (b) Neither Borrower willParent will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof Effective Date and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither None of the Borrower will, nor or any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related thereto or complementary theretothat constitute reasonable extensions thereof. (c) The Borrower will not permit any Person other than the Borrower, or one or more of its Subsidiaries that is not a CFC, to own any Equity Interests in any Domestic Subsidiary other than any Domestic Subsidiary owned by a Foreign Subsidiary at the time such Foreign Subsidiary is acquired by the Borrower; provided that the Equity Interests in any such Domestic Subsidiary shall be transferred to a Loan Party as promptly as reasonably practicable following such acquisition unless, in the good faith determination of a Financial Officer of the Borrower, such transfer would result in a material tax liability or other material disadvantage to the Borrower.

Fundamental Changes; Business Activities. (a) Neither Borrower will, nor None of the Company or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Company) may merge or consolidate with any Foreign Borrower or in a transaction in which the Subsidiary surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary may merge into or consolidate with any Person (other than a Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, and (v) any Subsidiary (other than the Subsidiary a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.23) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any such merger or consolidation involving a Person Material Subsidiary that is not liquidated or dissolved shall be transferred to the Company, a wholly-owned Restricted Subsidiary immediately prior to Loan Party, or the direct holder of the Equity Interests of such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04Material Subsidiary in connection therewith. (b) Neither Borrower will, nor None of the Company or any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary thereto. (c) The Company will not permit any Person other than the Company, one or more of its subsidiaries that is not a CFC and minority investors in Excluded Subsidiaries, to own any Equity Interests in any Domestic Subsidiary (other than as a result of an acquisition of a CFC that owns Equity Interests in a Domestic Subsidiary and such ownership structure is not established in contemplation of such acquisition). Notwithstanding the foregoing, a CFC may own the Equity Interests of a CFC Holdco. (d) Notwithstanding any provision to the contrary herein, (i) the Company will not, and will not permit any Subsidiary to, sell, transfer or contribute any Equity Interests or operating assets of the Company or any Subsidiary to Lower Fox River Remediation LLC, (ii) so long as Lower Fox River Remediation LLC is a Subsidiary, neither the Company nor any Subsidiary shall create, incur, assume or permit to exist any Lien (other than any non-consensual Liens or any Lien of the type referred to in Section 6.02(iv) or (vii)) on the Equity Interests of Lower Fox River Remediation LLC, (iii) so long as Lower Fox River Remediation LLC is a Subsidiary, Lower Fox River Remediation LLC shall not create, incur, assume or permit to exist any Indebtedness for borrowed money, and (iv) so long as Lower Fox River Remediation LLC is a Subsidiary, Lower Fox River Remediation LLC will not engage to any material extent in any business other than environmental remediation and retaining the services of engineering, other advisory firms and other service providers in connection therewith.

Fundamental Changes; Business Activities. (ai) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuingcontinuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (iA) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (iiB) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (ivC) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Subsidiary Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the LendersLenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.03(c)(i)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.7.03(d). 113 #98412540v7 (bii) Neither The Borrower willwill not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary theretoa Permitted Business.

Fundamental Changes; Business Activities. (a) Neither Borrower willParent will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the than Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] any Restricted Subsidiary may merge into or consolidate with any Person (other than Parent or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (iv) without restricting any transactions permitted by the other clauses in this Section 6.03(a), any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve dissolve, and any Restricted Subsidiary that is not a Loan Party may be merged, amalgamated or combined with any other Restricted Subsidiary that is not a Loan Party, in each case if the Borrowers determine Parent determines in good faith that such liquidation or dissolution or other transaction is in the best interests of the Borrowers Parent and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04... (b) Neither Borrower willParent will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof Effective Date and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower will, nor will it permit any Restricted Subsidiary to, merge Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary of the Borrower may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other Subsidiary of the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted other Subsidiary of the Borrower in a transaction in which the surviving entity is a Restricted Subsidiary of the Borrower (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 7.05 in which the surviving entity is not a Subsidiary, (iv) the Borrower or any Restricted Subsidiary of the Borrower may merge with any other Person in a Permitted Acquisition provided that (A) if the Borrower is a party to such transaction, the Borrower is the surviving entity and (B) if the Borrower is not a party to such transaction and a Subsidiary Loan Party is a party to such transaction, a Subsidiary Loan Party is the surviving entity and (v) any Subsidiary (other than the Subsidiary Borrowerany Material Subsidiary) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.047.04. (b) Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage Engage to any material extent in any business other than businesses of the type conducted by Holdings, the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary thereto. (c) Except as set forth on Schedule 5.11, permit (i) any Person other than the Borrower, or one or more Domestic Subsidiaries, to own any Equity Interests in any Subsidiary meeting the criteria set forth in the definition of the term “Domestic Subsidiary” (other than any Foreign Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder that owned such Equity Interests at the time of such acquisition), (ii) any Subsidiary treated as a disregarded entity for U.S. federal income tax purposes to own voting stock of any Foreign Subsidiary (other than any such Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder that owned such stock of such Foreign Subsidiary) to the extent such ownership would cause such Subsidiary to constitute a U.S.-Based Foreign Subsidiary or (iii) any Subsidiary to own any Foreign Subsidiaries (other than any such Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder that owned such Foreign Subsidiary at the time of such acquisition) to the extent such ownership would cause such Subsidiary to constitute a U.S.-Based Foreign Subsidiary. (d) Notwithstanding anything to the contrary herein, Holdings (i) will not engage in any business or material activity other than its ownership of the Equity Interests of the Borrower and activities incidental thereto; provided that Holdings may engage in activities that are incidental to (A) the maintenance of its existence in compliance with applicable law, (B) its status as a public company and as the parent entity of a corporate group including Holdings and its Subsidiaries (including entry into commercial agreements on behalf of or for the benefit of its Subsidiaries in respect of the purchase or sale of capital assets or other products or services used in the ordinary course operation of the business of such Subsidiaries and/or the properties of such Subsidiaries, and other agreements entered into by Holdings in respect of any acquisition of assets by, or disposition of assets of, any Subsidiary otherwise permitted by this Agreement), (C) incurrence of Indebtedness and making of Investments (including Guarantees) and Restricted Payments, including Permitted Bond Hedge Transactions and Permitted Warrant Transactions, as permitted to be made by Holdings pursuant to this Agreement, (D) its employment of members of management of the Borrower and (E) legal, tax and accounting matters in connection with the foregoing activities, and (ii) will not own or acquire any assets (other than Equity Interests in the Borrower, cash and Permitted Investments, and other assets on a temporary basis pending transfer to a Subsidiary) or incur any liabilities (other than Indebtedness permitted to be incurred by it under Section 7.01, liabilities imposed by law, including liabilities in respect of Taxes, and other liabilities incidental to its existence and permitted business and activities).

Fundamental Changes; Business Activities. (a) Neither the Borrower will, nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither the Borrower will, nor any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof Restatement Effective Date and businesses reasonably related or complementary thereto. (c) Except as set forth on Schedule 3.12, the Borrower will not permit any Person other than the Borrower, or one or more of the Domestic Subsidiaries, to own any Equity Interests in any Subsidiary that is incorporated or organized under the Laws of the United States of America, any State thereof or the District of Columbia (other than any such Subsidiary acquired after the Restatement Effective Date). (d) The Borrower will not permit any Subsidiary other than any Subsidiary Loan Party or any Material Foreign IP Subsidiary to own any patent, trademark, copyright or other intellectual property that, individually or in the aggregate, is material to the business of the Borrower and the Subsidiaries, provided that, in the case of any such patent, trademark, copyright or other intellectual property that is acquired in a Permitted Acquisition after the Restatement Effective Date, the Borrower will not be required to comply with the requirements of this paragraph (i) until the 30th day following the date of the acquisition thereof or (ii) if and ​ ​ ​ for so long as compliance with the requirements of this paragraph shall result, in the reasonable determination of a Financial Officer of the Borrower, in adverse tax consequences to the Borrower and the Subsidiaries that are material in relation to the aggregate consideration (including, in each case, Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout and similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) paid for such Permitted Acquisition (it being understood that nothing in this paragraph shall be deemed to limit the covenants of the Borrower under the final paragraph of Section 6.05).

Fundamental Changes; Business Activities. (a) Neither The Borrower willwill not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvedissolve (or enter into any transaction pursuant to Section 18-217 of the Delaware Limited Liability Company Act), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge into or consolidate with another Subsidiary, provided, that (A) in the Parent case of any such merger or consolidation involving the Borrower, the Borrower in a transaction in which the Parent Borrower is shall be the surviving entity or continuing Person and (yB) merge into in the case of any such merger or consolidation involving a Subsidiary Borrower in a transaction in which the Subsidiary Borrower is Guarantor, the surviving entityor continuing Person shall be a Subsidiary Guarantor or the Borrower, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with (x) any Restricted Subsidiary in a transaction in which the surviving entity or continuing Person is a Restricted Subsidiary andand (y) the Borrower in a transaction in which the surviving or continuing Person is the Borrower, if (iii) any party to Subsidiary may merge into or consolidate with any Person in a transaction not prohibited by Section 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or continuing Person is not a Loan PartySubsidiary, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary may merge into or consolidate with the Borrower in a transaction in which the surviving or continuing Person is the Borrower and (v) any Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither The Borrower willwill not sell, lease, license or otherwise transfer, in one transaction or in a series of transactions (including pursuant to Section 18-217 of the Delaware Limited Liability Company Act), all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole, in each case, whether now owned or hereafter acquired (it being understood that nothing in this clause (b) shall limit any such transfers between or among the Borrower and its Subsidiaries). (c) The Borrower will not, nor will it permit any of its Restricted Subsidiaries Subsidiary to, engage engage, to any material extent extent, in any business other than businesses (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the type conducted by production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Parent Borrower and the Restricted Subsidiaries or any Subsidiary was engaged on the date hereof Closing Date, and businesses reasonably related any business related, ancillary or complementary to the foregoing, (i) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (i) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Material Subsidiary (other than any Excluded Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) the Company or any Restricted Material Subsidiary may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Person; provided that (A) in the case of any merger or consolidation involving the Company or any Borrowing Subsidiary, (1) either (x) the Company or such Borrowing Subsidiary shall be the continuing or surviving Person or (y) the continuing or surviving Person shall be a corporation or limited liability company organized under the laws of the United States of America or any State thereof and shall assume all of the Company’s or such Borrowing Subsidiary’s obligations under the Loan Documents in a transaction manner reasonably acceptable to the Administrative Agent, and (2) the Company or such Borrowing Subsidiary shall give the Lenders reasonable prior notice thereof in which order to allow the Lenders to comply with “know your customer” rules and other applicable regulations; and (B) (1) in the case of any merger or consolidation involving a Material Subsidiary, the continuing or surviving entity is Person shall be a Restricted Subsidiary and, if such Material Subsidiary is a Wholly Owned Subsidiary, shall be a Wholly Owned Subsidiary, and (2) in the case of any party to such merger or consolidation involving a Material Subsidiary that is a Subsidiary Loan Party, the continuing or surviving Person shall be a Subsidiary Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that the requirements set forth in this clause (B) shall not apply to any such merger or consolidation involving a Person Material Subsidiary (other than any Borrowing Subsidiary) consummated to effect any sale, transfer or other disposition of all of the Equity Interests in such Material Subsidiary owned by the Company and the Subsidiaries in accordance with Section 6.08; and (ii) any Material Subsidiary (other than a Borrowing Subsidiary) may liquidate or dissolve into another Subsidiary; provided that in the case of any such liquidation or dissolution of a Material Subsidiary that is not a wholly-owned Restricted Wholly Owned Subsidiary, the other Subsidiary immediately prior to shall be a Wholly Owned Subsidiary and, if such merger liquidating or consolidation dissolving Material Subsidiary is a Subsidiary Loan Party, shall not be permitted unless it is also permitted by Section 6.04a Subsidiary Loan Party. (b) Neither Borrower willThe Company will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary (other than any Excluded Subsidiary) to, engage to any material extent in any business other than businesses conducted as of the type conducted Effective Date by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof Subsidiaries, taken as a whole, and businesses similar, ancillary, complementary or otherwise reasonably related thereto or complementary theretothat are a reasonable extension, development or expansion thereof.

Fundamental Changes; Business Activities. (a) Neither Borrower will, the Company nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the Parent Borrower or the Subsidiary than a Borrower) may merge into or consolidate with any Restricted Subsidiary (other than a Subsidiary Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Domestic Subsidiary Loan Party, is a Domestic Subsidiary Loan Party), (iii) [reserved] and any Person may merge into a Subsidiary Borrower in a transaction in which a Subsidiary Borrower is the surviving corporation (and, if any party to such merger is a Domestic Subsidiary Borrower, is a Domestic Subsidiary Borrower), (iv) any Restricted Subsidiary (other than the a Subsidiary Borrower) may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which the surviving entity is not a Subsidiary and (v) any Subsidiary (other than any Designated Subsidiary) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a direct or indirect wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither Borrower will, the Company nor any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary incidental thereto. (c) The Company will not permit any Person other than the Company, or one or more Domestic Subsidiaries, to own any Equity Interests in any Subsidiary meeting the criteria set forth in clause (a) of the definition of the term “Domestic Subsidiary”, except (a) as set forth on Schedule 3.11 or (b) any such Subsidiary that is a subsidiary of Foreign Subsidiaries acquired in connection with Investments or other acquisitions permitted under Sections 6.04(m), 6.04(o) or 6.04(q), provided that the fair market value of all Equity Interests of all such Subsidiaries so acquired (determined in each case at the time of acquisition) shall not exceed $75,000,000 in the aggregate.

Fundamental Changes; Business Activities. (a) Neither Borrower willNone of the Loan Parties and their Subsidiaries will merge into, nor will it permit consolidate or amalgamate with any Restricted Subsidiary to, merge other Person or enter into a plan of arrangement or consolidate scheme of arrangement or corporate reconstruction with any other Person, or permit any other Person to merge into it or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary other Loan Party may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower Company is the surviving entity, (ii) any other Loan Party may merge into a Borrower (other than the Company) in a transaction in which such Borrower is the surviving entity, (iii) any Person (other the Parent Borrower or the Subsidiary than a Borrower) may merge into merge, consolidate or consolidate amalgamate with any Restricted Subsidiary of a Loan Party (other than a Subsidiary that is a Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary of a Loan Party (and, if any party to such merger merger, consolidation or consolidation amalgamation is a Guarantor, only if the surviving entity is a Guarantor), (iv) any Subsidiary of a Loan Party (other than a Subsidiary that is a Borrower) may merge into, consolidate or amalgamate with any Person (other than a Loan Party) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary of a Loan Party, (iii) [reserved] and (ivv) any Restricted Subsidiary of a Loan Party (other than the a Subsidiary that is a Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is will not materially disadvantageous to adversely affect the Lenders, so long as contemporaneously with the liquidation or dissolution thereof, the Administrative Agent and the parent of such Subsidiary shall enter into such Security Documents or amendments thereto as reasonably required by the Administrative Agent to maintain the Lien (and perfection thereof) in favor of the Administrative Agent in respect of the assets of such Subsidiary, including any Equity Interests of any Subsidiary thereof; provided that any such merger merger, consolidation or consolidation amalgamation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.046.04 and (vi) any Loan Party (or any Subsidiary) may enter into or effect any such transaction if such transaction is conditioned upon, prior to or simultaneously with the closing of such transaction, the Loans (including all accrued and unpaid interest thereon) being repaid in full and all other outstanding Loan Document Obligations being paid in full, and prior to or simultaneously with the closing of such transaction, the Loans (including all accrued and unpaid interest thereon) are repaid in full and all other outstanding Loan Document Obligations are paid in full. (b) Neither Borrower will, nor will it permit any None of its Restricted the Loan Parties and their Subsidiaries to, shall engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Loan Parties and the Restricted their Subsidiaries on the Closing Date. (c) Notwithstanding anything herein to the contrary, each of (x) Starry Spectrum Holdings LLC, Starry Spectrum LLC and Widmo Holdings LLC and (y) any (i) shall not engage in any business or activity other than (a) the ownership of FCC Licenses and activities incidental thereto (including, without limitation, the acquisition of additional FCC Licenses) or (b) the leasing of spectrum authorized under the FCC Licenses pursuant to Spectrum Manager Lease agreements (but not including De Facto Transfer Lease agreements) to their respective Affiliates or third parties in connection with the operation of the business of the Company and its Subsidiaries in the ordinary course on commercially reasonable terms and (ii) will not own or acquire any assets (other than cash, Cash Equivalents or existing or additional FCC Licenses), incur any liabilities (other than Indebtedness permitted to be incurred by it under Section 6.01(a)(i), (iii) or (iv), leasing permitted pursuant to clause (i)(b) of this Section 6.03(c), liabilities imposed by applicable law, including liabilities in respect of Taxes, and other liabilities incidental to its existence and permitted business and activities) or create, incur, assume or permit to exist any Lien on any asset other than Permitted Encumbrances. No Loan Party or any Subsidiary thereof (other than the FCC License Parties) shall own any FCC Licenses; provided, that, any Subsidiary of a Loan Party that is acquired after the Closing Date, owns FCC Licenses and does not meet the requirements of an FCC License Party, shall use commercially reasonable efforts to transfer all FCC Licenses owned by it to an FCC License Party within 60 days (excluding any days during which the FCC is not open for the conduct of regular business due to funding or budgetary issues affecting the government of the United States of America generally) after the date hereof of its acquisition; and businesses reasonably related provided further that if any such Subsidiary is unable to transfer any such FCC License within the required time period due to the FCC not approving such transfer or complementary theretootherwise, such Subsidiary shall within 60 days thereafter meet the requirements of an FCC License Party set forth in this Section 6.03(c). (d) For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Fundamental Changes; Business Activities. (a) Neither the Borrower will, nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person ​ ​ ​ that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither the Borrower will, nor any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof Restatement Effective Date and businesses reasonably related or complementary thereto. (c) Except as set forth on Schedule 3.12, the Borrower will not permit any Person other than the Borrower, or one or more of the Domestic Subsidiaries, to own any Equity Interests in any Subsidiary that is incorporated or organized under the Laws of the United States of America, any State thereof or the District of Columbia (other than any such Subsidiary acquired after the Restatement Effective Date). (d) The Borrower will not permit any Subsidiary other than any Subsidiary Loan Party or any Material Foreign IP Subsidiary to own any patent, trademark, copyright or other intellectual property that, individually or in the aggregate, is material to the business of the Borrower and the Subsidiaries, provided that, in the case of any such patent, trademark, copyright or other intellectual property that is acquired in a Permitted Acquisition after the Restatement Effective Date, the Borrower will not be required to comply with the requirements of this paragraph (i) until the 30th day following the date of the acquisition thereof or (ii) if and for so long as compliance with the requirements of this paragraph shall result, in the reasonable determination of a Financial Officer of the Borrower, in adverse tax consequences to the Borrower and the Subsidiaries that are material in relation to the aggregate consideration (including, in each case, Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout and similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) paid for such Permitted Acquisition (it being understood that nothing in this paragraph shall be deemed to limit the covenants of the Borrower under the final paragraph of Section 6.05).

Fundamental Changes; Business Activities. (a) Neither Borrower willSymmetry and the Borrowers will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Restricted Subsidiary (other than Novamerican Parent or a Borrower) may (x) merge into the Parent or amalgamate with a Borrower in a transaction in which the Parent such Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the than Symmetry, Novamerican Parent Borrower or the Subsidiary a Borrower) may merge into or consolidate amalgamate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Subsidiary Party, a Loan Party, Subsidiary Party and (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary a Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that (A) any such merger or consolidation amalgamation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation amalgamation shall not be permitted unless it is also permitted by Section 6.046.04 and (B) no transaction described above that involves Symmetry, Novamerican Parent or either Borrower shall be permitted unless Symmetry, Novamerican Parent or such Borrower, as the case may be, is the surviving Person in such transaction. (b) Neither Borrower willThe Borrowers will not, nor and will it not permit any of its Restricted Subsidiaries other Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Borrowers and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary thereto. (c) Symmetry will not engage in any business or activity other than the ownership of all the outstanding Equity Interests in Novamerican Parent and of Equity Interests in its other Subsidiaries and of the other assets permitted to be owned by Symmetry under the next sentence, activities incidental thereto and corporate maintenance activities associated with being a public holding company. Symmetry will not own or acquire any assets, other than (i) Equity Interests, cash and Permitted Investments (including any deposit accounts relating thereto) and (ii) other nonoperating assets (including office space leases, office equipment and office equipment leases) that, in the aggregate, are not material to the business of Symmetry and the Subsidiaries. (d) Novamerican Parent will not engage in any business or activity other than the ownership of all the outstanding Equity Interests in the US Borrower and of Equity Interests in its other subsidiaries and of the other assets permitted to be owned by Novamerican Parent under the next sentence and activities incidental thereto. Novamerican Parent will not own or acquire any assets, other than (i) Equity Interests, cash and Permitted Investments (including any deposit accounts relating thereto) and (ii) other nonoperating assets (including office space leases, office equipment and office equipment leases) that, in the aggregate, are not material to the business of Symmetry and the Subsidiaries. (e) Symmetry and the Borrowers will not permit (i) any Person other than Symmetry to own any issued and outstanding Equity Interests in Novamerican Parent, (ii) any Person other than Novamerican Parent to own any issued and outstanding Equity Interests in the US Borrower, (iii) any Person other than the US Borrower to own any issued and outstanding Equity Interests in the Canadian Borrower, (iv) any Person other than the US Borrower, or one or more of its subsidiaries that is a US Subsidiary and not a CFC, to own any issued and outstanding Equity Interests in any US Subsidiary (other than Novamerican Parent and the US Borrower) and (v) any Person other than the Canadian Borrower, or one or more of its subsidiaries that is a Canadian Subsidiary, to own any issued and outstanding Equity Interests in any Canadian Subsidiary (other than the Canadian Borrower), in each case other than (A) directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law and (B) in the case of clauses (iv) and (v), Equity Interests held by third parties in any Subsidiary that is not a wholly-owned Subsidiary. (f) For so long as any Subsidiary owns any Equity Interests of the type referred to in clause (a) of the definition of the term “Special Purpose Holdco”, Symmetry and the Borrowers will not permit such Subsidiary to cease to meet the requirements set forth in clauses (b) and (c) of the definition of such term. (g) Symmetry and the Borrowers will not permit any Inactive Subsidiary (i) to engage in any business or activity, (ii) to own or acquire any assets, other than de minimus assets incidental to the existence thereof, or (iii) to incur any Indebtedness or other liabilities (other than liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence).

Fundamental Changes; Business Activities. (a) Neither Borrower willParent will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the than Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] any Restricted Subsidiary may merge into or consolidate with any Person (other than Parent or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Parent and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.046.04 and (v) the Borrower may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition.6.04. (b) Neither Borrower willParent will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Parentthe Borrower and the Restricted Subsidiaries on the date hereof (after giving effect to the Acquisition)Effective Date and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (xA) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (yB) merge into the a Borrowing Subsidiary Borrower in a transaction in which the Borrowing Subsidiary Borrower is the surviving entity, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] any Restricted Subsidiary may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary a Borrower) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. Nothing in this paragraph shall prohibit the Company or any Restricted Subsidiary from effecting the Acquisition. (b) Neither Borrower willThe Company will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof Fourth Restatement Effective Date (after giving effect to the Acquisition) and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower No Loan Party will, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolvedissolve (other than any Excluded Transfer), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Borrower or any Subsidiary of a Borrower (other than the Company or TFM) may (x) merge into or transfer all or substantially all its assets to a Borrower (other than the Parent Borrower Company or TFM) in a transaction in which a Borrower (other than the Parent Borrower Company or TFM) is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving or acquiring entity, (ii) any Person Subsidiary (other the Parent Borrower or the Subsidiary than a Borrower) or any Person acquired in a transaction permitted under Section 6.04 may merge into or consolidate with with, or transfer all or substantially all its assets to, any Restricted Subsidiary (other than TFM) in a transaction in which the surviving or acquiring entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Loan Party, is a Loan Party), (iii) [reserved] and any Subsidiary (other a Loan Party) may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.05 in which the surviving or acquiring entity is not a Subsidiary, (iv) the Company and its Subsidiaries may consummate the Permitted Lakeside Disposition, (v) any Restricted Subsidiary (other than a Loan Party) may merge into or consolidate with or transfer all or substantially all its assets to the Company in a transaction in which the surviving or acquiring entity is the Company, and (vi) any Subsidiary Borrower) that is not a Loan Party may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation or transfer of all or substantially all assets involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, engage engage, to any material extent extent, in any business other than businesses the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the type conducted by production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Parent Borrower and the Restricted Subsidiaries Company or any Subsidiary was engaged on the date hereof Effective Date, and businesses reasonably related any business related, ancillary or complementary theretoto the foregoing.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entityPerson, (ii) any Subsidiary or any other Person (other than the Parent Borrower Borrower) may be merged or consolidated with or into any one of more Subsidiaries; provided that, in the case of any merger or consolidation involving one or more Subsidiaries that are Loan Parties, (A) a Subsidiary that is a Loan Party shall be the continuing or surviving corporation, (B) if the Subsidiary Borrowerformed by or surviving any such merger or consolidation is not then a Loan Party, the Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Subsidiary to comply with the requirements of Section 8.20, to the extent applicable, and (C) if the Subsidiary formed by or surviving any such merger or consolidation does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 8.9, (iii) any Subsidiary may merge into or consolidate with any Restricted Subsidiary Person in a transaction permitted under Section 8.10 (other than clause (g) thereof) in which which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary andSubsidiary, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 6.048.9 and (y) at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing. (b) Neither The Borrower willand the Subsidiaries, nor taken as a whole, will it permit any not fundamentally and substantively alter the character of its Restricted Subsidiaries totheir business, engage to any material extent in any taken as a whole, from the business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries Subsidiaries, taken as a whole, on the date hereof Closing Date and businesses other business activities reasonably related or complementary incidental thereto. (c) The Borrower will not permit any Person other than the Borrower, or one or more of its Subsidiaries that is not a CFC, to own any Equity Interests in any Domestic Subsidiary (other than as a result of an acquisition permitted under Section 8.9 of a CFC that owns Equity Interests in a Domestic Subsidiary and such ownership structure is not established in contemplation of such acquisition).

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company shall not, nor will it and shall not permit any Restricted Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with itliquidate, or liquidate wind-up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, : (i) any Restricted Subsidiary of the Company may (x) merge or consolidate with or into the Parent Borrower Company or any Subsidiary, provided that (A) in the case of any such transaction involving the Company, the Company shall be the surviving or continuing Person, (B) in the case of any such transaction involving a Borrowing Subsidiary, such Borrowing Subsidiary (or, in the case of a merger or consolidation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the Company or such other Borrowing Subsidiary) shall be the surviving or continuing Person and (C) in the case of any such transaction consummated during any Non-Investment Grade Covenant Period and involving a Subsidiary Guarantor, the surviving or continuing Person shall be a Subsidiary Guarantor (or, in the case of a merger or consolidation of such Subsidiary Guarantor with or into the Company, the Company) or the continuing or surviving Person shall expressly assume the obligations of such Subsidiary Guarantor in a transaction in which manner reasonably satisfactory to the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, Administrative Agent; (ii) any Person (other than the Parent Borrower Company or the Subsidiary Borrowera Subsidiary) may merge into or consolidate with or into (A) the Company in a transaction in which the Company is the surviving or continuing Person or (B) any Restricted Subsidiary in a transaction in which such Subsidiary or a Person that becomes a Subsidiary is the surviving entity is or continuing Person, provided that (x) in the case of any such transaction involving a Restricted Borrowing Subsidiary, such Borrowing Subsidiary shall be the surviving or continuing Person and (y) in the case of any such transaction consummated during any Non-Investment Grade Covenant Period and involving a Subsidiary Guarantor, the surviving or continuing Person shall be a Subsidiary Guarantor or the continuing or surviving Person shall expressly assume the obligations of such Subsidiary Guarantor in a manner reasonably satisfactory to the Administrative Agent; (iii) any Subsidiary (other than a Borrowing Subsidiary) may merge or consolidate with or into any Person (other than the Company) in a transaction permitted under Section 6.03(b) and, if consummated during any party Non-Investment Grade Covenant Period, 6.05 in which, after giving effect to such merger transaction, the surviving or consolidation continuing Person is not a Loan Party, a Loan Party, (iii) [reserved] and Subsidiary; and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowera Borrowing Subsidiary) may liquidate liquidate, wind-up or dissolve if the Borrowers determine Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower willThe Company shall not, nor will it and shall not permit any of its Restricted Subsidiaries to, Dispose of, directly or through any merger or consolidation and whether in one transaction or in a series of transactions, assets (including Capital Stock of Subsidiaries) representing all or substantially all of the assets of the Company and its Subsidiaries (whether now owned or hereafter acquired), taken as a whole (it being understood that this Section 6.03(b) shall not restrict Disposition of assets between or among the Company and the Subsidiaries). (c) The Company will not permit any Borrowing Subsidiary, for so long as it is a Borrowing Subsidiary, to cease to be a wholly owned Subsidiary of the Company; provided that this Section shall not prohibit any merger or consolidation of a Borrowing Subsidiary consummated in accordance with Section 6.03(a). (d) The Company shall not, and shall not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses and activities of the type conducted by the Parent Borrower and the Restricted Subsidiaries engaged in on the date hereof Effective Date (including the business and activities of the CUSIP Business) and businesses and other activities reasonably complementary, related or complementary theretoincidental thereto or that are reasonable extensions, developments or expansions thereof.

Fundamental Changes; Business Activities. (af) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other PersonPerson or divide, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvedissolve (including, in each case, pursuant to a Delaware LLC Division), except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, , (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, , (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary or divide in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, consolidation or consolidation division is a Subsidiary Loan Party, is a Subsidiary Loan Party, ), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than Holdings or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) any Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary Loan Party, (v) any Subsidiary (other than the Borrower or another Subsidiary Loan Party) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary, (vi) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the Borrower, a Subsidiary Loan Party, or the direct holder or holders of the Equity Interests of such Material Subsidiary in connection therewith or otherwise Disposed of in a manner permitted under Section 6.05; provided, further, that any merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.046.04 or under Section 6.05, and (vii) Holdings and the Borrower may merge in a transaction in which Holdings is the surviving Person (the “Successor Borrower”) or the Borrower is the surviving Person, in each case subject to the accuracy in all material respects of all representations and warranties in the Loan Documents (after taking into account the effectiveness of such merger) and, if Holdings is the surviving Person, the Successor Borrower assuming all of the Obligations of the Borrower and becoming the “Borrower” under the Loan Documents pursuant to an agreement in form and substance satisfactory to the Administrative Agent (and each of the Lenders hereby agrees that the Administrative Agent and the Borrower may, in accordance with Section 9.02, enter into any technical amendments to this Agreement or the other Loan Documents in order to reflect the Successor Borrower becoming the Borrower hereunder and under the other Loan Documents or that Holdings has been merged with and into the Borrower hereunder and under the other Loan Documents) (any such merger, a “Holdings Merger”). In the event of a Holdings Merger, references in this Agreement and the other Loan Documents to Holdings or the Borrower shall be deemed to be references to the Successor Borrower as the context may require. (bg) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by Holdings, the Parent Borrower and the Restricted Subsidiaries on the date hereof Second Refinancing Facility Agreement Effective Date and businesses reasonably related or complementary ancillary thereto. (h) Prior to a Holdings Merger, Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance (other than any fees, costs and expenses payable to an Affiliate), (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower and the other Subsidiaries, (iv) the incurrence of Indebtedness permitted under Section 6.01(a)(i), (iii), (iv), (viii), (ix), (x), (xi), (xiii) and (xiv) and Section 6.01(b), and the performance of its obligations under and in connection with the Loan Documents and any documentation governing any Indebtedness permitted to be incurred under Section 6.01(a)(i), (iii), (iv), (viii), (ix), (x), (xi), (xiii) and (xiv) and Section 6.01(b), (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not otherwise prohibited by this Agreement, including the payment of costs, fees and expenses related thereto (other than costs, fees and expenses payable to an Affiliate), (vi) the creation, incurrence or assumption of Liens pursuant to Section 6.02, (vii) the ownership and/or acquisition of cash and Permitted Investments, (viii) any transaction that Holdings is expressly permitted to enter into or consummate under Sections 6.03, 6.04, 6.05, 6.06, 6.07, 6.08 or 6.09, (ix) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (x) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (xi) activities incidental to the consummation of the Transactions, (xii) activities incidental to being a public company and (xiii) activities incidental to the businesses or activities described in clauses (i) to (xii) of this paragraph.

Fundamental Changes; Business Activities. (a) Neither Borrower willNone of the Company or any Subsidiary will merge into, nor will it permit any Restricted Subsidiary to, merge into amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person (other than the Company) may (x) merge into the Parent any Borrower in a transaction in which the Parent such Borrower is the surviving entity and (y) merge into or the Subsidiary surviving entity expressly assumes the obligations of the relevant Borrower in a transaction in manner reasonably acceptable to the Administrative Agent (including any such merger, amalgamation or consolidation, the purpose of which is to re-domesticate or change the form of organization of any Borrower) including, if applicable, by delivering a Borrowing Subsidiary Borrower Agreement; provided that any merger of a Loan Party into a Subsidiary that is the surviving entitynot a Loan Party must comply with Section 6.04 (other than by reason of clause (g) thereof), (ii) the Company may merge into any newly formed corporation or other business entity for the purpose of re-domesticating or changing the form of organization of any Borrower; provided that (A) the surviving or resulting entity shall be organized in a jurisdiction within the United States and shall expressly assume the obligations of the Company under the Loan Documents and (B) after giving effect to such transaction, no Event of Default shall have occurred and be continuing, (iii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into merge, amalgamate or consolidate with any Restricted Subsidiary (including any such merger, amalgamation or consolidation, the purpose of which is to re-domesticate or change the form of organization of any Subsidiary) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, amalgamation or consolidation is a Loan Party, a Subsidiary Loan Party, (iiiA) [reserved] and the Subsidiary Loan Party is the surviving entity, (B) the surviving entity expressly assumes the obligations of the relevant Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or (C) such merger, consolidation or amalgamation is permitted as an Investment under Section 6.04 (other than by reason of clause (g) thereof), in which case, if such Subsidiary Loan Party is a Borrowing Subsidiary, such Subsidiary shall prior to or simultaneously with such merger, amalgamation or consolidation enter into a Borrowing Subsidiary Termination), (iv) any Restricted Subsidiary may merge into, amalgamate with or consolidate with any Person in a transaction permitted under Section 6.05 (other than by reason of clause (f) thereof) in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and, if such Subsidiary is a Borrowing Subsidiary, such Subsidiary shall prior to or simultaneously with such merger, amalgamation or consolidation enter into a Borrowing Subsidiary Termination, (v) any Person (other than the Company) may merge into any Subsidiary Borrowerin a transaction which constitutes an Investment permitted by Section 6.04 (other than by reason of clause (g) thereof) and (vi) any Subsidiary may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower will, nor None of the Company or any Subsidiary will it permit any of its Restricted Subsidiaries to, engage cease to any material extent be primarily engaged in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted its Subsidiaries on the date hereof and businesses reasonably related related, complementary, incidental or complementary ancillary thereto. (c) The Company will not permit any Subsidiary that is a CFC to own any Equity Interests in any Domestic Subsidiary, other than as a result of a Permitted Acquisition or other Investment permitted hereunder where such ownership involves subsidiaries of the acquired Person and exists at the time of, and is not created in contemplation of, such Permitted Acquisition or other Investment.

Fundamental Changes; Business Activities. (a) Neither The Borrower willwill not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvedissolve (or enter into any transaction pursuant to Section 18-217 of the Delaware Limited Liability Company Act), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge into or consolidate with another Subsidiary, provided, that (A) in the Parent case of any such merger or consolidation involving the Borrower, the Borrower in a transaction in which the Parent Borrower is shall be the surviving entity or continuing Person and (yB) merge into in the case of any such merger or consolidation involving a Subsidiary Borrower in a transaction in which the Subsidiary Borrower is Guarantor, the surviving entityor continuing Person shall be a Subsidiary Guarantor or the Borrower, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with (x) any Restricted Subsidiary in a transaction in which the surviving entity or continuing Person is a Restricted Subsidiary andand (y) the Borrower in a transaction in which the surviving or continuing Person is the Borrower, if (iii) any party to Subsidiary may merge into or consolidate with any Person in a transaction not prohibited by Section 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or continuing Person is not a Loan PartySubsidiary, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary may merge into or consolidate with the Borrower in a transaction in which the surviving or continuing Person is the Borrower and (v) any Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither The Borrower willwill not sell, lease, license or otherwise transfer, in one transaction or in a series of transactions (including pursuant to Section 18-217 of the Delaware Limited Liability Company Act), all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole, in each case, whether now owned or hereafter acquired (it being understood that nothing in this clause (b) shall limit any such transfers between or among the Borrower and its Subsidiaries).. (c) The Borrower will not, nor will it permit any of its Restricted Subsidiaries Subsidiary to, engage engage, to any material extent extent, in any business other than businesses (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the type conducted by production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Parent Borrower and the Restricted Subsidiaries or any Subsidiary was engaged on the date hereof Closing Date, and businesses reasonably related any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person (other than the Borrower) may (x) merge into the Parent Borrower Holdings in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower Holdings is the surviving entity, (ii) any Person (other the Parent Borrower or the Subsidiary Borrowerthan Holdings) may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (iii) any Person (other than Holdings) may merge or consolidate with any Restricted Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than Holdings or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (v) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by Holdings, the Parent Borrower and the Restricted other Subsidiaries on the date hereof hereof, similar or related businesses and supportive, complementary, or ancillary business thereto; provided that such supportive, complementary or ancillary businesses reasonably related will not fundamentally and substantively alter the character of the businesses of Holdings, the Borrower and the other Subsidiaries, taken as a whole, from the business conducted by Holdings, the Borrower and the other Subsidiaries on the date hereof. (c) Notwithstanding anything herein to the contrary, Holdings (i) will not engage in any business or complementary theretoactivity other than the ownership of all the outstanding Equity Interests in the Borrower and activities incidental thereto or to its existence (including filing tax reports and paying taxes, preparing reports for Governmental Authorities and for its shareholders, holding director and shareholder meetings, preparing corporate records, and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, issuance of its Equity Interests, holding the proceeds of Restricted Payments permitted to be paid to it, and capital contributions and other Investments made in or to it to the extent not prohibited hereunder, making Restricted Payments and Investments and taking other actions permitted to be made by it by the terms hereof) and (ii) will not own or acquire any assets (other than Equity Interests in the Borrower, cash, Permitted Investments and Investments referred to in Sections 6.04(b), 6.04(d), 6.04(e), 6.04(k) and 6.04(l)) or incur any liabilities (other than Indebtedness permitted to be incurred by it under Section 6.01, liabilities imposed by law, including liabilities in respect of Taxes, and other liabilities incidental to its existence and permitted business and activities). (d) Holdings and the Borrower will not permit any subsidiary that is a CFC to own any Equity Interests in any Domestic Subsidiary (other than any Domestic Subsidiary that is a CFC as a result of clause (c) of the definition of such term).

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Subsidiary Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) the Merger may be consummated and (v) any Subsidiary may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any such Material Subsidiary that is liquidated or dissolved shall be transferred to the Borrower or a Subsidiary Loan Party in connection therewith; provided, further, that, prior to the Investment Grade Date, any merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither None of the Borrower will, nor or any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries (including the Company and its Subsidiaries) on the date hereof and businesses reasonably related thereto (it being understood that engaging in businesses contemplated by the Borrower’s strategic plan as described in the Confidential Information Memorandum will not violate this provision). (c) The Borrower will not permit any Person other than the Borrower, or complementary theretoone or more of its subsidiaries that is not a CFC, to own any Equity Interests in any Domestic Subsidiary (other than as a result of an acquisition permitted under Section 6.04 of a CFC that owns Equity Interests in a Domestic Subsidiary and such ownership structure is not established in contemplation of such acquisition). (d) Notwithstanding any provision to the contrary herein, the Borrower will not (i) permit any Equity Interests of NCR Manaus at any time owned or held by the Borrower or any Subsidiary to be directly owned or held by any Person other than a Loan Party or NCR Manaus Holdco, (ii) permit any Equity Interests of NCR Manaus Holdco, if it owns Equity Interests of NCR Manaus, to be directly owned or held at any time by any Person other than NCR Dutch Holdings CV or a Loan Party that has complied with the Collateral and Guarantee Requirement in respect of the Equity Interests of NCR Manaus Holdco, (iii) permit any Equity Interests of NCR Dutch Holdings CV, if it owns Equity Interests of NCR Manaus Holdco, to be directly owned or held at any time by any Person other than a Loan Party that has complied with the Collateral and Guarantee Requirement in respect of the Equity Interests of NCR Dutch Holdings CV, or (iv) permit NCR Manaus Holdco or NCR Dutch Holdings CV, at any time when any Equity Interests of NCR Manaus are directly or indirectly owned or held by it, to incur or permit to exist any Indebtedness or other significant obligations, or engage in any businesses, other than (A) in the case of NCR Manaus Holdco, obligations under the Brazil Transaction Documents, (B) obligations in respect of ordinary course operations other than Indebtedness, (C) owning the Equity Interests of its Subsidiaries, (D) conducting an intercompany lending business by borrowing from, and making loans and advances to, the Borrower and the Subsidiaries (in compliance with any applicable limitations on borrowings from Loan Parties herein) and, in connection therewith, incurring Indebtedness consisting of such intercompany borrowings made by it and holding assets consisting of such loans and advances owed to it, and (E) such other obligations incurred in the ordinary course as are reasonably necessary to maintain its corporate existence, comply with applicable laws, and conduct the businesses permitted by the foregoing provisions of this paragraph (d). (e) Notwithstanding any provision to the contrary herein, so long as the Equity Interests of NCR Middle East Limited constitute Excluded Assets and until such time, if any, as the Collateral and Guarantee Requirement has been satisfied with respect to such Equity Interests (or such time as the pledge requirements of the Collateral and Guarantee Requirement are inapplicable pursuant to the terms of this Agreement or the last paragraph of the definition of Collateral and Guarantee Requirement), (i) the Borrower will not permit the transfer of such Equity Interests to any Subsidiary that is not a Loan Party, (ii) the Borrower will not, and will not permit any Subsidiary to, sell or transfer any Equity Interests of any other Foreign Subsidiary to NCR Middle East Limited and (iii) the Borrower shall not create, incur, assume or permit to exist any Lien (other than any non-consensual Liens or any Lien of the type referred to in Section 6.02(iv)) on such Equity Interests.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor will it permit or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Restricted Subsidiary or any other Person (other than the Parent Borrower or the Subsidiary Borrower) may be merged or consolidated with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidation involving one or more Restricted Subsidiaries that are Loan Parties, (A) a Restricted Subsidiary that is a Loan Party shall be the continuing or surviving corporation, (B) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is a Designated Subsidiary and not then a Loan Party, the Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Restricted Subsidiary to comply with the Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04, (iii) any Restricted Subsidiary may merge into or consolidate with any Restricted Subsidiary Person in a transaction permitted under Section 6.05 (other than clause (g) thereof) in which which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan PartySubsidiary, (iiiiv) [reserved] and (ivv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 6.046.04 and (y) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing. (b) Neither The Borrower willand the Restricted Subsidiaries, nor taken as a whole, will it not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Borrower and the Restricted Subsidiaries, taken as a whole, on the Restatement Effective Date and other business activities reasonably related or incidental thereto. (c) The Borrower will not permit any Person other than the Borrower, or one or more of its Restricted Subsidiaries tothat is not a CFC, engage to own any material extent Equity Interests in any business Domestic Subsidiary (other than businesses as a result of the type conducted by the Parent Borrower an acquisition permitted under Section 6.04 of a CFC that owns Equity Interests in a Domestic Subsidiary and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary theretosuch ownership structure is not established in contemplation of such acquisition).

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company shall not, nor will it and shall not permit any Restricted Subsidiary of its Subsidiaries to, merge into merge, consolidate or consolidate amalgamate with any other Person, or permit any other Person to merge or consolidate with itliquidate, or liquidate wind-up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, : (i) any Restricted Subsidiary of the Company may (x) merge merge, consolidate or amalgamate with or into the Parent Borrower Company or any Subsidiary, provided that (A) in the case of any such transaction involving the Company, the Company shall be the 117 [[5866265v.11]] surviving or continuing Person, (B) in the case of any such transaction involving a transaction Borrowing Subsidiary, such Borrowing Subsidiary (or, in which the Parent Borrower is case of a merger, consolidation or amalgamation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the Company or such other Borrowing Subsidiary) shall be the surviving entity or continuing Person and (yC) merge in the case of any such transaction involving a Subsidiary Guarantor, the surviving or continuing Person shall be a Subsidiary Guarantor (or, in the case of a merger, consolidation or amalgamation of such Subsidiary Guarantor with or into the Subsidiary Borrower in a transaction in which Company, the Subsidiary Borrower is the surviving entity, Company); (ii) any Person (other than the Parent Borrower Company or the Subsidiary Borrowera Subsidiary) may merge merge, consolidate or amalgamate with or into (A) the Company in a transaction in which the Company is the surviving or consolidate with continuing Person or (B) any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted such Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that becomes a Subsidiary is not the surviving or continuing Person, provided that in the case of any such transaction involving a wholly-owned Restricted Borrowing Subsidiary immediately prior or a Subsidiary Guarantor, such Borrowing Subsidiary or Subsidiary Guarantor, as the case may be, or a Person that becomes a Borrowing Subsidiary or a Subsidiary Guarantor, as applicable in accordance with the provisions of this Agreement (and assumes the obligations of such Borrowing Subsidiary or Subsidiary Guarantor, as applicable, pursuant to an assumption agreement reasonably acceptable to the Administrative Agent and provides such merger or consolidation other certificates and opinions as shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted reasonably requested by the Parent Borrower and Administrative Agent), shall be the Restricted Subsidiaries on the date hereof and businesses reasonably related surviving or complementary thereto.continuing Person;

Fundamental Changes; Business Activities. (a) Neither Borrower will, the Company nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person (including any Borrowing Subsidiary) may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Borrowing Subsidiary in a transaction in which such Borrowing Subsidiary (or, in the case of any such transaction involving more than one Borrowing Subsidiary, a Borrowing Subsidiary) is the surviving entity, (iii) any Person (other than the Company or any Borrowing Subsidiary) may merge or consolidate with any Subsidiary (other than any Borrowing Subsidiary) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than any Borrowing Subsidiary) may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary Borrowerand (v) any Subsidiary (other than a Borrowing Subsidiary) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.046.04 or 6.05. (b) Neither Borrower willThe Company will not, nor and will it not permit any of its Restricted the Subsidiaries to, sell, transfer, lease, exclusively license or otherwise dispose of (in one transaction or in a series of transactions, and whether directly or through any merger or consolidation), other than to the Company or one or more Subsidiaries, assets representing all or substantially all the consolidated assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), taken as a whole. (c) Neither the Company nor any Subsidiary will engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof and businesses reasonably related related, similar, complementary or complementary theretoancillary thereto or a reasonable extension thereof. (d) The Company will not permit any Borrowing Subsidiary, for so long as it is a Borrowing Subsidiary, to cease to be a wholly-owned Subsidiary of the Company.

Fundamental Changes; Business Activities. (ai) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuingcontinuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (iA) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (iiB) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (ivC) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Subsidiary Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders, (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.03(c)(i)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.047.03(d), and (F) on the Closing Date, the Initial Borrower may merge with and into the Borrower with the Borrower being the Surviving Person. (bii) Neither The Borrower willwill not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary theretoa Permitted Business.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor will it permit or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvedissolve or during a Covenant Suspension Period, Dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, in each case, whether now owned or hereafter acquired, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Restricted Subsidiary or any other Person (other than the Parent Borrower or the Subsidiary Borrower) may be merged or consolidated with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidation involving one or more Restricted Subsidiaries that are Loan Parties, a Restricted Subsidiary that is a Loan Party shall be the continuing or surviving corporation, (iii) any Restricted Subsidiary may merge into or consolidate with any Restricted Subsidiary Person in a transaction permitted under Section 6.05 (other than clause (g) thereof) in which which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary andSubsidiary, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary may Dispose of any or all of its assets (other than upon voluntary liquidation or otherwise) to the Borrower or any Loan Party and (v) any Restricted Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 6.046.04 and (y) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing. (b) Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent The Borrower and the Restricted Subsidiaries Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Borrower and the Restricted Subsidiaries, taken as a whole, on the date hereof Effective Date and businesses other business activities reasonably related or complementary incidental thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (xA) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (yB) merge into the a Borrowing Subsidiary Borrower in a transaction in which the Borrowing Subsidiary Borrower is the surviving entity, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary andand (A) if any party to such merger or consolidation is a Borrowing Subsidiary, a Borrowing Subsidiary and (B) if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowera Borrowing Subsidiary) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower willThe Company will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof Effective Date and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither The Borrower willwill not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvedissolve (or enter into any transaction pursuant to Section 18-217 of the Delaware Limited Liability Company Act), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge into or consolidate with another Subsidiary, provided, that (A) in the Parent case of any such merger or consolidation involving the Borrower, the Borrower in a transaction in which the Parent Borrower is shall be the surviving entity or continuing Person and (yB) merge into in the case of any such merger or consolidation involving a Subsidiary Borrower in a transaction in which the Subsidiary Borrower is Guarantor, the surviving entityor continuing Person shall be a Subsidiary Guarantor or the Borrower, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with (x) any Restricted Subsidiary in a transaction in which the surviving entity or continuing Person is a Restricted Subsidiary andand (y) the Borrower in a transaction in which the surviving or continuing Person is the Borrower, if (iii) any party to Subsidiary may merge into or consolidate with any Person in a transaction not prohibited by Section 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or continuing Person is not a Loan PartySubsidiary, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary may merge into or consolidate with the Borrower in a transaction in which the surviving or continuing Person is the Borrower and (v) any Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither The Borrower willwill not sell, nor will it permit any lease, license or otherwise transfer, in one transaction or in a series of its Restricted Subsidiaries to, engage transactions (including pursuant to any material extent in any business other than businesses Section 18-217 of the type conducted by Delaware Limited Liability Company Act), all or substantially all of the Parent assets of the Borrower and its Subsidiaries taken as a whole, in each case, whether now owned or hereafter acquired (it being understood that nothing in this clause (b) shall limit any such transfers between or among the Restricted Subsidiaries on the date hereof Borrower and businesses reasonably related or complementary theretoits Subsidiaries).

Fundamental Changes; Business Activities. (a) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, consummate a Division as the Dividing Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary that is a Domestic Subsidiary may (x) merge into or amalgamate with the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into into, amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger merger, amalgamation or consolidation is a Loan Party, a Loan PartyParty (and, if any party to such merger, amalgamation or consolidation is the Borrower, the surviving entity shall be the Borrower), (iii) [reserved] and any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) without restricting any transactions permitted by the other clauses in this Section 6.03(a), any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve dissolve, and any Restricted Subsidiary that is not a Loan Party may be merged or consolidated with any other Restricted Subsidiary that is not a Loan Party, in each case if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution or other transaction is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the LendersLenders and (v) any Restricted Subsidiary that is an LLC may consummate a Division as the Dividing Person if, (x) immediately upon the consummation of the Division, (1) the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or (2) with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 6.05 and (y) all Division Successors referred to in clause (x)(1), to the extent not already a Loan Party, shall comply with the requirements of Section 5.03 to the extent any such Division Successor is a Designated Subsidiary; provided that any such merger or consolidation Division involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation Division shall not be permitted unless it is also permitted by Section 6.04. (b) Neither The Borrower willwill not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted its Subsidiaries on the date hereof Effective Date and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor will it permit or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Restricted Subsidiary or any other Person (other than the Parent Borrower or the Subsidiary Borrower) may be merged or consolidated with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidation involving one or more Restricted Subsidiaries that are Loan Parties, (A) a Restricted Subsidiary that is a Loan Party shall be the continuing or surviving corporation, (B) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is a Designated Subsidiary and not then a Loan Party, the Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Restricted Subsidiary to comply with the Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04, (iii) any Restricted Subsidiary may merge into or consolidate with any Restricted Subsidiary Person in a transaction permitted under Section 6.05 (other than clause (g) thereof) in which which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan PartySubsidiary, (iiiiv) [reserved] the Transactions may be consummated and (ivv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 6.046.04 and (y) at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing. (b) Neither The Borrower willand the Restricted Subsidiaries, nor taken as a whole, will it not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Borrower and the Restricted Subsidiaries, taken as a whole, on the Closing Date and other business activities reasonably related or incidental thereto. (c) The Borrower will not permit any Person other than the Borrower, or one or more of its Restricted Subsidiaries tothat is not a CFC, engage to own any material extent Equity Interests in any business Domestic Subsidiary (other than businesses as a result of the type conducted by the Parent Borrower an acquisition permitted under Section 6.04 of a CFC that owns Equity Interests in a Domestic Subsidiary and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary theretosuch ownership structure is not established in contemplation of such acquisition).

Fundamental Changes; Business Activities. (a) Neither None of the Borrower willor any other Subsidiary will merge into, nor will it permit any Restricted Subsidiary to, merge into amalgamate or consolidate with any other Person, or permit any other Person to merge into, amalgamate or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into or amalgamate with the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into merge, amalgamate or consolidate with any Restricted Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, amalgamation or consolidation is a Subsidiary Loan Party, such surviving entity is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Borrower) may merge into, amalgamate or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders, (v) any Subsidiary may merge with any other Person in order to effect a Permitted Joint Venture, a Permitted Acquisition or any other Investment permitted under Section 6.04, provided that if the Borrower is a party to any transaction effected pursuant to this clause (v), (A) the Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower under the Loan Documents in a manner reasonably acceptable to the Administrative Agent and (B) no Event of Default shall have occurred and be continuing or would result therefrom and (vi) so long as no Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect a disposition permitted pursuant to Section 6.05, may be effected; provided that if the Borrower is a party to any such merger transaction effected pursuant to this clause (vi), the Borrower shall be the continuing or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04surviving Person. (b) Neither None of the Borrower will, nor or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted other Subsidiaries on the date hereof and businesses reasonably related or complementary ancillary thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower willParent will not, nor and will it not permit any Restricted Material Subsidiary (other than any Excluded Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) Parent or any Restricted Material Subsidiary may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Person; provided that (A) in the case of any merger or consolidation involving Parent or any Borrowing Subsidiary, (1) either (x) Parent or such Borrowing Subsidiary shall be the continuing or surviving Person or (y) the continuing or surviving Person shall be a corporation or limited liability company organized under the laws of the United States of America or any State thereof and shall assume all of Parent’s or such Borrowing Subsidiary’s obligations under the Loan Documents in a transaction manner reasonably acceptable to the Administrative Agent, and (2) Parent or such Borrowing Subsidiary shall give the Lenders reasonable prior notice thereof in which order to allow the Lenders to comply with “know your customer” rules and other applicable regulations; and (B)(1) in the case of any merger or consolidation involving a Material Subsidiary, the continuing or surviving entity is Person shall be a Restricted Subsidiary and, if such Material Subsidiary is a Wholly Owned Subsidiary, shall be a Wholly Owned Subsidiary, and (2) in the case of any party to such merger or consolidation involving a Material Subsidiary that is a Subsidiary Loan Party, the continuing or surviving Person shall be a Subsidiary Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that the requirements set forth in this clause (B) shall not apply to any such merger or consolidation involving a Person Material Subsidiary (other than any Borrowing Subsidiary) consummated to effect any sale, transfer or other disposition of all of the Equity Interests in such Material Subsidiary owned by Parent and the Subsidiaries in accordance with Section 6.08; and (ii) any Material Subsidiary (other than a Borrowing Subsidiary) may liquidate or dissolve into another Subsidiary; provided that in the case of any such liquidation or dissolution of a Material Subsidiary that is not a wholly-owned Restricted Wholly Owned Subsidiary, the other Subsidiary immediately prior to shall be a Wholly Owned Subsidiary and, if such merger liquidating or consolidation dissolving Material Subsidiary is a Subsidiary Loan Party, shall not be permitted unless it is also permitted by Section 6.04a Subsidiary Loan Party. (b) Neither Borrower willParent will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary (other than any Excluded Subsidiary) to, engage to any material extent in any business other than businesses conducted as of the type conducted Original Effective Date by the Parent Borrower and the Restricted Subsidiaries on the date hereof Subsidiaries, taken as a whole, and businesses similar, ancillary, complementary or otherwise reasonably related thereto or complementary theretothat are a reasonable extension, development or expansion thereof.

Fundamental Changes; Business Activities. (ai) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuingcontinuing (or, in the case of a Limited Condition Transaction, no Event of Default or Default exists as of the date the definitive agreements for such Limited Condition Transaction are entered into), (iA) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (iiB) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (ivC) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Subsidiary Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the LendersLenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this ‎Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.047.03(d). (bii) Neither The Borrower willwill not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof Closing Date and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary, provided that (A) if any party to such merger or consolidation is a Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party (and, if any party to such merger or consolidation is a an Unlimited Loan Party, the surviving entity is an Unlimited Loan Party) and (B) in the case of any such merger or consolidation involving a Subsidiary that is a direct subsidiary of an Unlimited Loan Party, the surviving entity shall be a direct subsidiary of an Unlimited Loan Party, (iii) [reserved] any Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than Holdings or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Holdings determines in good faith that such liquidation or dissolution is in the best interests of Holdings and the Borrowers Subsidiaries and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, Holdings may convert its form of organization from a société à responsabilité limitée to a société anonyme under the laws of the Grand-Duchy of Luxembourg in connection with an IPO. (b) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by Holdings, the Parent Borrower and the Restricted other Subsidiaries on the date hereof and businesses reasonably related or complementary thereto. (c) Neither Holdings nor TG Holding shall own or acquire any assets, other than cash, Permitted Investments and assets incidental to the maintenance of its legal existence and its other activities permitted hereunder and (i) in the case of Holdings, Equity Interests in the Borrower and (ii) in the case of TG Holding, Equity Interests in its subsidiaries. Neither Holdings nor TG Holding shall conduct, transact or otherwise engage in any business or activity other than (A) (x) in the case of Holdings, the ownership and/or acquisition of the Equity Interests in the Borrower, and (y) in the case of TG Holding, the ownership and/or acquisition of the Equity Interests in its subsidiaries, (B) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (C) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Subsidiaries, (D) the performance of its obligations under and in connection with the Loan Documents, any documentation governing other Indebtedness it is permitted to incur and other agreements it is party to in compliance with this Agreement, (E) in the case of Holdings, any public offering of its Equity Interests or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including the costs, fees and expenses related thereto, (F) the making of any dividend or the holding of any cash received in connection with dividends made by, (x) in the case of Holdings, the Borrower and (y) in the case of TG Holding, its subsidiaries, in accordance with this Agreement pending application thereof, (G) incurrence of fees, costs and expenses relating to overhead and general operating expenses, including professional fees for legal, tax and accounting matters, and payment of taxes, (H) providing indemnification to officers and directors and as otherwise permitted hereunder, (I) activities incidental to the consummation of the Transactions, (J) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Subsidiaries and guaranteeing the obligations of the Subsidiaries as permitted hereunder and (K) activities incidental to the businesses or activities described in clauses (A) to (J) of this paragraph.

Fundamental Changes; Business Activities. (ai) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuingcontinuing (or, in the case of a Limited Condition Transaction, no Event of Default or Default exists as of the date the definitive agreements for such Limited Condition Transaction are entered into), (iA) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (iiB) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (ivC) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Subsidiary Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the LendersLenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this ‎Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.047.03(d). (bi) Neither The Borrower willwill not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof Closing Date and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower will, the Company nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the Parent Borrower or the Subsidiary than a Borrower) may merge into or consolidate with any Restricted Subsidiary (other than a Subsidiary Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Domestic Subsidiary Loan Party, is a Domestic Subsidiary Loan Party), (iii) [reserved] and any Person may merge into a Subsidiary Borrower in a transaction in which a Subsidiary Borrower is the surviving corporation (and, if any party to such merger is a Domestic Subsidiary Borrower, is a Domestic Subsidiary Borrower), (iv) any Restricted Subsidiary (other than the a Subsidiary Borrower) may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which the surviving entity is not a Subsidiary and (v) any Subsidiary (other than any Designated Subsidiary) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the LendersLenders (including, without limitation, in the context of any Scheduled Reorganization); provided that any such merger or consolidation involving a Person that is not a direct or indirect wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither Borrower will, the Company nor any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof Effective Date and businesses reasonably related or complementary incidental thereto. (c) The Company will not permit any Person other than the Company, or one or more Domestic Subsidiaries, to own any Equity Interests in any Subsidiary meeting the criteria set forth in clause (a) of the definition of the term "Domestic Subsidiary", except (a) as set forth on Schedule 3.11 or (b) any such Subsidiary that is a subsidiary of Foreign Subsidiaries acquired in connection with Investments or other acquisitions permitted under Section 6.04(m), Section 6.04(o), Section 6.04(p) or Section 6.04(q), provided that the fair market value of all Equity Interests of all such Subsidiaries so acquired (determined in each case at the time of acquisition) shall not exceed $75,000,000 in the aggregate.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company shall not, nor will it and shall not permit any Restricted Subsidiary of its Subsidiaries to, merge into merge, consolidate or consolidate amalgamate with any other Person, or permit any other Person to merge or consolidate with itliquidate, or liquidate wind-up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, : (i) any Restricted Subsidiary of the Company may (x) merge merge, consolidate or amalgamate with or into the Parent Borrower Company or any Subsidiary, provided that (A) in a the case of any such transaction in which involving the Parent Borrower is Company, the Company shall be the surviving entity or continuing Person, (B) in the case of any such transaction involving a Borrowing Subsidiary, such Borrowing Subsidiary (or, in the case of a merger, consolidation or amalgamation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the Company or such other Borrowing Subsidiary) shall be the surviving or continuing Person and (yC) merge in the case of any such transaction involving a Subsidiary Guarantor, the surviving or continuing Person shall be a Subsidiary Guarantor (or, in the case of a merger, consolidation or amalgamation of such Subsidiary Guarantor with or into the Subsidiary Borrower in a transaction in which Company, the Subsidiary Borrower is the surviving entity, Company); (ii) any Person (other than the Parent Borrower Company or the Subsidiary Borrowera Subsidiary) may merge merge, consolidate or amalgamate with or into (A) the Company in a transaction in which the Company is the surviving or consolidate with continuing Person or (B) any Restricted Subsidiary in a transaction in which such Subsidiary or a Person that becomes a Subsidiary is the surviving entity is or continuing Person, provided that in the case of any such transaction involving a Restricted Borrowing Subsidiary andor a Subsidiary Guarantor, if any party to such merger or consolidation is a Loan Party, a Loan Party, Borrowing [[3851767]] (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowera Borrowing Subsidiary) may liquidate merge, consolidate or amalgamate with or into any Person (other than the Company) in a transaction not prohibited hereunder in which, after giving effect to such transaction, the surviving or continuing Person is not a Subsidiary; (iv) the GET Acquisition may be consummated; and (v) any Subsidiary (other than a Borrowing Subsidiary) may liquidate, wind-up or dissolve if the Borrowers determine Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in not material to the best interests of the Borrowers Company and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any such merger or consolidation involving a Person Material Subsidiary that is not liquidated or dissolved shall be transferred to the Borrower, a wholly-owned Restricted Subsidiary immediately prior to Loan Party, or the direct holder of the Equity Interests of such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04Material Subsidiary in connection therewith. (b) Neither None of the Borrower will, nor or any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries (including the Company and its Subsidiaries) on the date hereof and businesses reasonably related thereto (it being understood that engaging in businesses contemplated by the Borrower’s strategic plan as described in the Confidential Information Memorandum will not violate this provision). (c) The Borrower will not permit any Person other than the Borrower, or complementary theretoone or more of its subsidiaries that is not a CFC and minority investors in Excluded Subsidiaries, to own any Equity Interests in any Domestic Subsidiary (other than as a result of an acquisition of a CFC that owns Equity Interests in a Domestic Subsidiary and such ownership structure is not established in contemplation of such acquisition). Notwithstanding the foregoing, a CFC may own the Equity Interests of a Disregarded Domestic Subsidiary. (d) Notwithstanding any provision to the contrary herein, the Borrower will not (i) permit any Equity Interests of NCR Manaus at any time owned or held by the Borrower or any Subsidiary to be directly owned or held by any Person other than a Loan Party or NCR Manaus Holdco, (ii) permit any Equity Interests of NCR Manaus Holdco, if NCR Manaus Holdco owns Equity Interests of NCR Manaus, to be directly owned or held at any time by any Person other than (A) NCR Dutch Holdings CV, (B) a Loan Party that has complied with the Collateral and Guarantee Requirement in respect of the Equity Interests of NCR Manaus Holdco or (C) NCR International & Co Luxembourg Holdings SNC , (iii) permit any Equity Interests of NCR Dutch Holdings CV, if NCR Dutch Holdings CV owns Equity Interests of NCR Manaus Holdco or NCR International & Co Luxembourg Holdings SNC , to be directly owned or held at any time by any Person other than a Loan Party that has complied with the Collateral and Guarantee Requirement in respect of the Equity Interests of NCR Dutch Holdings CV, or (iv) permit NCR Manaus Holdco or NCR Dutch Holdings CV, at any time when any Equity Interests of NCR Manaus are directly or indirectly owned or held by NCR Dutch Holdings CV, to incur or permit to exist any Indebtedness or other significant obligations, or engage in any businesses, other than (A) in the case of NCR Manaus Holdco, obligations under the Brazil Transaction Documents, (B) obligations in respect of ordinary course operations other than Indebtedness, (C) owning the Equity Interests of its Subsidiaries, (D) conducting an intercompany lending business by borrowing from, and making loans and advances to, the Borrower and the Subsidiaries (in compliance with any applicable limitations on borrowings from Loan Parties herein) and, in connection therewith, incurring Indebtedness consisting of such intercompany borrowings made by it and holding assets consisting of such loans and advances owed to it, (E) granting and receiving intercompany licenses and sublicenses (including in connection therewith, entering into royalty agreements) of Intellectual Property with the Borrower and Subsidiaries and (F) such other obligations incurred in the ordinary course as are reasonably necessary to maintain its corporate existence, comply with applicable laws and conduct the businesses permitted by the foregoing provisions of this paragraph (d). (e) Notwithstanding any provision to the contrary herein, the Borrower will not permit, at any time NCR International & Co Luxembourg Holdings SNC owns Equity Interests of NCR Manaus Holdco, (i)(A) less than 80% of the Equity Interests of NCR International & Co Luxembourg Holdings SNC to be owned directly by NCR Dutch Holdings CV or a Loan Party, (B) any remaining Equity Interests of NCR International & Co Luxembourg Holdings SNC not owned by NCR Dutch Holdings CV or a Loan Party to be owned by any Person other than (x) a Foreign Subsidiary at least 65% of the outstanding voting Equity Interests, and all other Equity Interests, of which shall have been pledged pursuant to the Collateral Agreement or, where the Administrative Agent shall have so reasonably requested in accordance with the Collateral and Guarantee Requirement, a Foreign Pledge Agreement or (y) a direct or indirect subsidiary of one or more Foreign Subsidiaries of the type described in the preceding clause (x) above, each of which subsidiaries will be wholly owned by such Foreign Subsidiaries or by such Foreign Subsidiaries and by Subsidiary Loan Parties holding in the aggregate not more than 10% of the outstanding Equity Interests thereof, and (ii) NCR International & Co Luxembourg Holdings SNC or any Subsidiary referred to in clause (i)(A)(x) or (i)(A)(y) above to incur or permit to exist any Indebtedness or other significant obligations, or engage in any businesses, other than (A) obligations in respect of ordinary course operations other than Indebtedness, (B) owning the Equity Interests of its Subsidiaries, (C) conducting an intercompany lending business by borrowing from, and making loans and advances to, the Borrower and the Subsidiaries (in compliance with any applicable limitations on borrowings from Loan Parties herein) and, in connection therewith, incurring Indebtedness consisting of such intercompany borrowings made by it and holding assets consisting of such loans and advances owed to it, (D) granting and receiving intercompany licenses and sublicenses (including, in connection therewith, entering into royalty agreements) of Intellectual Property with the Borrower and Subsidiaries and (E) such other obligations incurred in the ordinary course as are reasonably necessary to maintain its corporate existence, comply with applicable laws and conduct the businesses permitted by the foregoing provisions of this paragraph (e). (f) Notwithstanding any provision to the contrary herein, (i) the Borrower will not, and will not permit any Subsidiary to, sell, transfer or contribute any Equity Interests or operating assets of the Borrower or any Subsidiary to Lower Fox River Remediation LLC, (ii) so long as Lower Fox River Remediation LLC is a Subsidiary, neither the Borrower nor any Subsidiary shall create, incur, assume or permit to exist any Lien (other than any non-consensual Liens or any Lien of the type referred to in Section 6.02(iv) or (vii)) on the Equity Interests of Lower Fox River Remediation LLC, (iii) so long as Lower Fox River Remediation LLC is a Subsidiary, Lower Fox River Remediation LLC shall not create, incur, assume or permit to exist any Indebtedness for borrowed money, and (iv) so long as Lower Fox River Remediation LLC is a Subsidiary, Lower Fox River Remediation LLC will not engage to any material extent in any business other than environmental remediation and retaining the services of engineering, other advisory firms and other service providers in connection therewith.

Fundamental Changes; Business Activities. (a) Neither Borrower willParent will not, nor and will it not permit any Restricted Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Restricted Subsidiary (other than the Company) may (x) merge into the or amalgamate with Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into into, amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger merger, amalgamation or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and any Restricted Subsidiary may merge into, amalgamate with or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) any Restricted Subsidiary (other than the Subsidiary Canadian Borrower) may liquidate or dissolve if the Borrowers determine Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Parent and is not materially disadvantageous to the Lenders; provided that any such merger merger, amalgamation or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger merger, amalgamation or consolidation shall not be permitted unless it is also permitted by Section 6.046.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition. (b) Neither Borrower willParent will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof Effective Date and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (xA) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (yB) merge into the a Borrowing Subsidiary Borrower in a transaction in which the Borrowing Subsidiary Borrower is the surviving entity, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary andand (A) if any party to such merger or consolidation is a Borrowing Subsidiary, a Borrowing Subsidiary and (B) if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] any Restricted Subsidiary (other than a Borrowing Subsidiary) may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowera Borrowing Subsidiary) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower willThe Company will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof Fifth Restatement Effective Date and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge or consolidate with or into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the Borrower, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Restricted Subsidiary in connection therewith (or, in the case of a Material Subsidiary that is an Excluded Subsidiary, to any other Restricted Subsidiary); provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither None of the Borrower will, nor or any Restricted Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related related, incidental, complementary or complementary ancillary thereto.

Fundamental Changes; Business Activities. (a) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other PersonPerson or divide, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvedissolve (including, in each case, pursuant to a Delaware LLC Division), except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, , (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, , (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary or divide in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, consolidation or consolidation division is a Subsidiary Loan Party, is a Subsidiary Loan Party, ), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than Holdings or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) any Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary Loan Party, (v) any Subsidiary (other than the Borrower or another Subsidiary Loan Party) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary, (vi) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the Borrower, a Subsidiary Loan Party, or the direct holder or holders of the Equity Interests of such Material Subsidiary in connection therewith or otherwise Disposed of in a manner permitted under Section 6.05; provided, further, that any merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.046.04 or under Section 6.05, and (vii) Holdings and the Borrower may merge in a transaction in which Holdings is the surviving Person (the “Successor Borrower”) or the Borrower is the surviving Person, in each case subject to the accuracy in all material respects of all representations and warranties in the Loan Documents (after taking into account the effectiveness of such merger) and, if Holdings is the surviving Person, the Successor Borrower assuming all of the Obligations of the Borrower and becoming the “Borrower” under the Loan Documents pursuant to an agreement in form and substance satisfactory to the Administrative Agent (and each of the Lenders hereby agrees that the Administrative Agent and the Borrower may, in accordance with Section 9.02, enter into any technical amendments to this Agreement or the other Loan Documents in order to reflect the Successor Borrower becoming the Borrower hereunder and under the other Loan Documents or that Holdings has been merged with and into the Borrower hereunder and under the other Loan Documents) (any such merger, a “Holdings Merger”). In the event of a Holdings Merger, references in this Agreement and the other Loan Documents to Holdings or the Borrower shall be deemed to be references to the Successor Borrower as the context may require. (b) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by Holdings, the Parent Borrower and the Restricted Subsidiaries on the date hereof Second Refinancing Facility Agreement Effective Date and businesses reasonably related or complementary ancillary thereto. (c) Prior to a Holdings Merger, Holdings will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance (other than any fees, costs and expenses payable to an Affiliate), (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower and the other Subsidiaries, (iv) the incurrence of Indebtedness permitted under Section 6.01(a)(i), (iii), (iv), (viii), (ix), (x), (xi), (xiii) and (xiv) and Section 6.01(b), and the performance of its obligations under and in connection with the Loan Documents and any documentation governing any Indebtedness permitted to be incurred under Section 6.01(a)(i), (iii), (iv), (viii), (ix), (x), (xi), (xiii) and (xiv) and Section 6.01(b), (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not otherwise prohibited by this Agreement, including the payment of costs, fees and expenses related thereto (other than costs, fees and expenses payable to an Affiliate), (vi) the creation, incurrence or assumption of Liens pursuant to Section 6.02, (vii) the ownership and/or acquisition of cash and Permitted Investments, (viii) any transaction that Holdings is expressly permitted to enter into or consummate under Sections 6.03, 6.04, 6.05, 6.06, 6.07, 6.08 or 6.09, (ix) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (x) providing indemnification to officers and directors and as otherwise permitted in Section 6.09, (xi) activities incidental to the consummation of the Transactions, (xii) activities incidental to being a public company and (xiii) activities incidental to the businesses or activities described in clauses (i) to (xii) of this paragraph.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Restricted Subsidiary may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary a Borrower) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. Nothing in this paragraph shall prohibit the Company or any Subsidiary from effecting the Acquisition. (b) Neither Borrower willThe Company will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof Second Restatement Effective Date and businesses reasonably related or complementary thereto, including development, operation and promotion of certain gift products, of other apparel or accessories in a specialty store, catalogue or e-commerce environment.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge into or consolidate with another Subsidiary, provided, that (A) in the Parent case of any such merger or consolidation involving a Borrower, such Borrower in a transaction in which the Parent or another Borrower is shall be the surviving entity or continuing Person and (yB) merge into in the case of any such merger or consolidation involving a Subsidiary Borrower in a transaction in which the Subsidiary Borrower is Guarantor, the surviving entityor continuing Person shall be a Subsidiary Guarantor or a Borrower, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with (x) any Restricted Subsidiary in a transaction in which the surviving entity or continuing Person is a Restricted Subsidiary andand (y) the Company in a transaction in which the surviving or continuing Person is the Company, if (iii) any party to Subsidiary may merge into or consolidate with any Person in a transaction not prohibited by Section 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or continuing Person is not a Loan PartySubsidiary, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary may merge into or consolidate with the Company in a transaction in which the surviving or continuing Person is the Company and (v) any Subsidiary (other than the Subsidiary a Borrower) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower willThe Company will not sell, lease, license or otherwise transfer, in one transaction or in a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, in each case, whether now owned or hereafter acquired (it being understood that nothing in this clause (b) shall limit any such transfers between or among the Company and its Subsidiaries). (c) The Company will not, nor will it permit any of its Restricted Subsidiaries Subsidiary to, engage engage, to any material extent extent, in any business other than businesses (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Company or any Subsidiary was engaged on the Effective Date, and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto. (d) The Company shall not permit any Subsidiary Borrower to cease to be a wholly-owned Subsidiary of the type conducted by Company, provided that, in the Parent case of any Subsidiary Borrower and that, in accordance with Section 2.20 (including the Restricted Subsidiaries on consents of the date hereof and businesses reasonably related or complementary theretoLenders required thereunder), became a Subsidiary Borrower even though such Subsidiary Borrower was not, at the time thereof, a wholly-owned Subsidiary of the Company, the Company shall not permit such Subsidiary Borrower to cease to be a Subsidiary of the Company.

Fundamental Changes; Business Activities. (a) Neither Borrower will, the Company nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary (other than the Company) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowera Material Subsidiary) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither Borrower willThe Company will not, nor and will it not permit any of its Restricted the Subsidiaries to, sell, transfer, lease, exclusively license or otherwise dispose of (in one transaction or in a series of transactions, and whether directly or through any merger or consolidation) assets representing all or substantially all the consolidated assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), taken as a whole. (c) Neither the Company nor any Subsidiary will engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof and businesses reasonably related related, similar, complementary or complementary theretoancillary thereto or a reasonable extension thereof. (d) The Company will not permit any Borrowing Subsidiary, for so long as it is a Borrowing Subsidiary, to cease to be a wholly owned Subsidiary of the Company.

Fundamental Changes; Business Activities. (a) Neither Borrower will, the Company nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the Parent Borrower or the Subsidiary than a Borrower) may merge into or consolidate with any Restricted Subsidiary (other than a Subsidiary Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Domestic Subsidiary Loan Party, is a Domestic Subsidiary Loan Party), (iii) [reserved] and any Person may merge into a Subsidiary Borrower in a transaction in which a Subsidiary Borrower is the surviving corporation (and, if any party to such merger is a Domestic Subsidiary Borrower, is a Domestic Subsidiary Borrower), (iv) any Restricted Subsidiary (other than the a Subsidiary Borrower) may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which the surviving entity is not a Subsidiary and (v) any Subsidiary (other than any Designated Subsidiary) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the LendersLenders (including, without limitation, in the context of any Scheduled Reorganization); provided that any such merger or consolidation involving a Person that is not a direct or indirect wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither Borrower will, the Company nor any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower Company and the Restricted Subsidiaries on the date hereof Second Restatement Effective Date and businesses reasonably related or complementary incidental thereto. (c) The Company will not permit any Person other than the Company, or one or more Domestic Subsidiaries, to own any Equity Interests in any Subsidiary meeting the criteria set forth in clause (a) of the definition of the term "Domestic Subsidiary", except (a) as set forth on Schedule 3.11 or (b) any such Subsidiary that is a subsidiary of Foreign Subsidiaries acquired in connection with Investments or other acquisitions permitted under Section 6.04(m), Section 6.04(o), Section 6.04(p) or Section 6.04(q), provided that the fair market value of all Equity Interests of all such Subsidiaries so acquired (determined in each case at the time of acquisition) shall not exceed $75,000,000 in the aggregate.

Fundamental Changes; Business Activities. (ai) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuingcontinuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (iA) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (iiB) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (ivC) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Subsidiary Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the LendersLenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.03(c)(i)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.047.03(d). (bii) Neither The Borrower willwill not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary theretoa Permitted Business.

Fundamental Changes; Business Activities. (a) Neither Borrower will, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] any Restricted Subsidiary may merge into or consolidate with any Person (other than the Parent Borrower or the Subsidiary Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary thereto.or

Fundamental Changes; Business Activities. (a) Neither Borrower will3.None of Xxxxxx USA, nor the Company or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person (other than the Company) may (x) merge into the Parent Borrower Xxxxxx USA in a transaction in which the Parent Borrower Xxxxxx USA is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the Parent Borrower or the Subsidiary Borrowerthan Xxxxxx USA) may merge into the Company in a transaction in which the Company is the surviving corporation, (iii) any Person (other than Xxxxxx USA or the Company) may merge or consolidate with any Restricted Subsidiary (other than the Company) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Company) may merge into or consolidate with any Person (other than Xxxxxx USA or the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary Borrowerand (v) any Subsidiary (other than the Company) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (ai) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuingcontinuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (iA) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (iiB) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (ivC) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Subsidiary Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the LendersLenders and (E) the Borrower may merge into or consolidate with any Person; provided that any such merger (i) the Borrower shall be the surviving Person (the “Surviving Person”) or consolidation involving a Person that (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a wholly-owned Restricted Subsidiary immediately prior to such merger corporation organized and existing under the laws of the United States of America, any State thereof or consolidation shall not be permitted unless it is also permitted by Section 6.04. the District of Columbia, (b) Neither the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the PATRIOT Act; and (c) the Borrower willshall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.03(c)(i)(E) relating to such transaction (ii) The Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary theretoa Permitted Business.

Fundamental Changes; Business Activities. (a) Neither The Borrower willwill not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge or consolidate with or into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the Borrower, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Restricted Subsidiary in connection therewith (or, in the case of a Material Subsidiary that is an Excluded Subsidiary, to any other Restricted Subsidiary); provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither None of the Borrower will, nor or any Restricted Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries (including the Company and its Restricted Subsidiaries) on the date hereof and businesses reasonably related related, incidental, complementary or complementary ancillary thereto.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Restricted Subsidiary may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither None of the Borrower will, nor or any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses incidental or reasonably related or similar or complementary theretothereto or reasonable extensions thereof. (c) The Borrower will not permit any Person other than the Borrower, or one or more of its subsidiaries that is not a CFC, to own any issued or outstanding Equity Interests in any Domestic Subsidiary.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company shall not, nor will it and shall not permit any Restricted Subsidiary of its Subsidiaries to, merge into merge, consolidate or consolidate amalgamate with any other Person, or permit any other Person to merge or consolidate with itliquidate, or liquidate wind-up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, : (i) any Restricted Subsidiary of the Company may (x) merge merge, consolidate or amalgamate with or into the Parent Borrower Company or any Subsidiary, provided that (A) in a the case of any such transaction in which involving the Parent Borrower is Company, the Company shall be the surviving entity or continuing Person and (yB) merge in the case of any such transaction involving a Subsidiary Guarantor, the surviving or continuing Person shall be a Subsidiary Guarantor (or, in the case of a merger, consolidation or amalgamation of such Subsidiary Guarantor with or into the Subsidiary Borrower in a transaction in which Company, the Subsidiary Borrower is the surviving entity, Company); (ii) any Person (other than the Parent Borrower Company or the Subsidiary Borrowera Subsidiary) may merge merge, consolidate or amalgamate with or into (A) the Company in a transaction in which the Company is the surviving or consolidate with continuing Person or (B) any Restricted Subsidiary in a transaction in which such Subsidiary or a Person that becomes a Subsidiary is the surviving entity is or continuing Person, provided that in the case of any such transaction involving a Restricted Subsidiary andGuarantor, if any party such Subsidiary Guarantor, or a Person that becomes a Subsidiary Guarantor, as applicable in accordance with the provisions of this Agreement (and assumes the obligations of such Subsidiary Guarantor pursuant to an assumption agreement reasonably acceptable to the Administrative Agent and provides such merger other certificates and opinions as shall be reasonably requested by the Administrative Agent), shall be the surviving or consolidation is a Loan Party, a Loan Party, continuing Person; (iii) [reserved] and any Subsidiary may merge, consolidate or amalgamate with or into any Person (other than the Company) in a transaction not prohibited hereunder in which, after giving effect to such transaction, the surviving or continuing Person is not a Subsidiary; and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate liquidate, wind-up or dissolve if the Borrowers determine Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in not material to the best interests of the Borrowers Company and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) Neither Borrower willThe Company shall not, nor will it and shall not permit any of its Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger, consolidation or amalgamation and whether in one transaction or in a series of transactions, assets (including Capital Securities of Subsidiaries) representing all or substantially all of the assets of the Company and its Subsidiaries (whether now owned or hereafter acquired), taken as a whole. (c) The Company shall not, and shall not permit any of its Subsidiaries to, engage to any material extent in any line of business other than the businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries engaged in on the date hereof Effective Date and businesses and other activities complementary, reasonably related or complementary incidental thereto.

Fundamental Changes; Business Activities. (a) Neither Borrower willParent will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary (other than the Borrower) may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the than Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and any Restricted Subsidiary may merge into or consolidate with any Person (other than Parent or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Parent and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.046.04 and (v) the Borrower may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition. (b) Neither Borrower willParent will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof (after giving effect to the Acquisition) and businesses reasonably related or complementary thereto.

Fundamental Changes; Business Activities. (a) Neither Holdings, the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowerany Material Subsidiary) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04. (b) Neither None of Holdings, the Borrower will, nor or any Subsidiary will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by Holdings, the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses reasonably related or complementary thereto. (c) Except as set forth on Schedule 3.11, Holdings and the Borrower will not permit (i) any Person other than the Borrower, or one or more Domestic Subsidiaries, to own any Equity Interests in any Subsidiary meeting the criteria set forth in the definition of the term “Domestic Subsidiary” (other than any Foreign Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder that owned such Equity Interests at the time of such acquisition), (ii) any Subsidiary treated as a disregarded entity for U.S. federal income tax purposes to own voting stock of any Foreign Subsidiary (other than any such Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder that owned such stock of such Foreign Subsidiary) to the extent such ownership would cause such Subsidiary to constitute a U.S.-Based Foreign Subsidiary, or (iii) any Subsidiary to own any Foreign Subsidiaries (other than any such Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder that owned such Foreign Subsidiary at the time of such acquisition) to the extent such ownership would cause such Subsidiary to constitute a U.S.-Based Foreign Subsidiary. (d) Notwithstanding anything to the contrary herein, Holdings (i) will not engage in any business or activity other than its ownership of the Equity Interests of the Borrower and activities incidental thereto; provided that Holdings may engage in activities that are incidental to (A) the maintenance of its existence in compliance with applicable law, (B) its employment of members of management of the Borrower and (C) legal, tax and accounting matters in connection with the foregoing activities, and (ii) will not own or acquire any assets (other than Equity Interests in the Borrower, cash and Permitted Investments) or incur any liabilities (other than Indebtedness permitted to be incurred by it under Section 6.01, liabilities imposed by law, including liabilities in respect of Taxes, and other liabilities incidental to its existence and permitted business and activities).

Fundamental Changes; Business Activities. (a) Neither The Borrower willwill not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge into or transfer all or substantially all its assets to another Subsidiaryconsolidate with another Subsidiary, provided, that (A) in the Parent case of any such merger or consolidation involving a Borrower, such Borrower in a transaction in which the Parent or another Borrower is shall be the surviving entity or continuing Person and (yB) merge into in the case of any such merger or consolidation involving a Subsidiary Borrower in a transaction in which the Subsidiary Borrower is Guarantor, the surviving entityor continuing Person shall be a Subsidiary Guarantor or a Borrower, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with with, or transfer all or substantially all its assets to, (x) any Restricted Subsidiary in a transaction in which the surviving entity or acquiring entitycontinuing Person is a Restricted Subsidiary, (y) any special purpose Subsidiary andformed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in a transaction not otherwise prohibited by this Agreement, if and (z and (y) the Borrower in a transaction in which the surviving or acquiring entitycontinuing Person is the Borrower, (iii) any party Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04not prohibited by Section 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or acquiring entitycontinuing Person is not a Loan PartySubsidiary, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entitycontinuing Person is the Borrower, and (v) any Subsidiary (other than the Subsidiary a Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04LenderLenders. (b) Neither The Borrower willwill not sell, lease, license or otherwise transfer, in one transaction or in a series of transactions, all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole, in each case, whether now owned or hereafter acquired (it being understood that nothing in this clause (b) shall limit any such transfers between or among the Borrower and its Subsidiaries). (a) The Borrower will not, nor will it permit any of its Restricted Subsidiaries Subsidiary to, engage engage, to any material extent extent, in any business other than businesses (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the type conducted by production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Parent Borrower and the Restricted Subsidiaries or any Subsidiary was engaged on the date hereof Closing Date, and businesses reasonably related any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.