Common use of Fundamental Changes; Dispositions Clause in Contracts

Fundamental Changes; Dispositions. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (including all or substantially all of the Equity Interests in its Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that: (a) any Person (other than the Parent or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; (b) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise Dispose of its assets to the Parent, Borrower or another Subsidiary; (c) any Subsidiary (other than a Material Subsidiary) may liquidate or dissolve or merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (d) any of the Borrower, the Parent and/or their respective Subsidiaries may merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of all or substantially all of its assets to, any other Person, or liquidate or dissolve so long as: (i) no Default has occurred and is continuing immediately before and after such transaction; (ii) immediately after giving effect thereto, the Reporting Entity shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.09; provided that, notwithstanding anything to the contrary contained in this Section 7.02, (i) in the event of any Disposition of an Unencumbered Pool Property for which a Direct Owner or an Indirect Owner of such Direct Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b) or (c), as applicable, shall be satisfied and (ii) other than the consummation of the REIT Conversion, in no event shall the Parent or the Borrower be permitted to engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the United States or the District of Columbia.

Fundamental Changes; Dispositions. Merge into or Merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (including all or substantially all of the Equity Interests in its Subsidiaries) (in each case, whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), or liquidate or dissolve, except that, so long as no Default exists or, upon giving pro forma effect thereto, would immediately result therefrom: (a) any Significant Restricted Person may merge, consolidate or amalgamate with another Person, provided that (i) if such Significant Restricted Person is the Company, the Company shall be the acquiring, surviving or continuing entity, (ii) if such Significant Restricted Person is PMCULC or a Designated Borrower, (A) a Borrower shall be the acquiring, surviving or continuing entity, or (B) the Obligations of such Designated Borrower are assumed by a Borrower pursuant to Section 2.15(c) and Section 11.06(a), and (iii) as to any other than Significant Restricted Person, (x) the Parent Company or such Significant Restricted Person is the Borrower) may merge into acquiring, surviving or continuing entity (or, with respect to any Subsidiary in a transaction in which merger, consolidation or amalgamation involving such Significant Restricted Person, the surviving or continuing entity becomes a Significant Restricted Person in the transaction) or (y) such merger, consolidation or amalgamation is a Subsidiaryin connection with the sale, transfer, lease, exchange or other disposition of all or substantially all of such Significant Restricted Person’s Equity Interests; (b) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise Dispose of its assets to the Parent, Borrower or another Subsidiary; (c) any Subsidiary (Significant Restricted Person other than a Material Subsidiary) Borrower may liquidate or dissolve or merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (d) any of the Borrower, the Parent and/or their respective Subsidiaries may merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of all or substantially all of its assets to, (upon voluntary liquidation or otherwise); (c) any Significant Restricted Person other Person, than a Borrower may dissolve or liquidate if such dissolution or dissolve so long as:liquidation results from dispositions not prohibited by this Agreement; and (i) no Default has occurred Plains Marketing and POPB Marketing, and Plains Pipeline and POPB Pipeline, may undertake the divisive mergers pursuant to the “Divisive Merger Agreements” (as such term is continuing immediately before and after such transactiondefined in the Permian JV Merger Agreement); (ii) immediately after giving effect thereto, the Reporting Entity shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.09; provided that, notwithstanding anything POPB Marketing and POPB Pipeline may convert to Delaware limited liability companies pursuant to the contrary contained in this Section 7.02, “Marketing Conversion Certificates” and the “Pipeline Conversion Certificates” (i) as such terms are defined in the event Permian JV Merger Agreement) for the purpose of any Disposition of an Unencumbered Pool Property for which a Direct Owner or an Indirect Owner of domesticating POPB Marketing and POPB Pipeline in Delaware; and (iii) POPB Marketing and POPB Pipeline may enter into the “Marketing Sub Merger” and the “Pipeline Sub Merger” respectively (as such Direct Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, terms are defined in the provisions of Section 11.19(b) or (cPermian JV Merger Agreement), as applicable, shall be satisfied and (ii) other than the consummation of the REIT Conversion, in no event shall the Parent or the Borrower be permitted to engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the United States or the District of Columbia.

Fundamental Changes; Dispositions. Merge (a) A Loan Party will not (i) consolidate or merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or (ii) sell, transfer, lease or otherwise Dispose of transfer (in one transaction or in a series of transactions) all or substantially all of its assets (including all or substantially all of the Equity Interests in its Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except to any other Person; provided that: (aA) any Person may consolidate or merge with or into the Borrower in a transaction in which the Borrower is the surviving Person; (B) any Loan Party (other than the Parent or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; (b) any Subsidiary may liquidate or dissolve consolidate with or sell, transfer, lease or otherwise Dispose of its assets to the Parent, Borrower or another Subsidiary; (c) any Subsidiary (other than a Material Subsidiary) may liquidate or dissolve or merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (d) any of the Borrower, the Parent and/or their respective Subsidiaries may merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of transfer all or substantially all of its assets to (x) the Borrower or (y) a Restricted Subsidiary; provided that any such merger, consolidation, sale, lease or other transfer by the Initial Guarantor pursuant to this clause (y) shall be with, into or to a Guarantor or a Restricted Subsidiary that becomes a Guarantor contemporaneously with such merger, consolidation, sale, lease or other transfer; and (C) any Loan Party (other than the Borrower) may merge into, or consolidate with, any Person other than the Borrower or a Restricted Subsidiary if (x) such Loan Party is the surviving entity or (y) such other Person is the surviving entity and becomes a Restricted Subsidiary and a Guarantor contemporaneously with such merger or consolidation. (b) Upon the occurrence and during the continuance of a Default or Event of Default, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, any other Persondirectly or indirectly, convey, sell, transfer, or liquidate otherwise dispose of assets (including interests in any Person) in any transaction or dissolve so long as: (i) no Default has occurred and is continuing immediately before and after such transaction; (ii) immediately after giving effect thereto, the Reporting Entity shall be series of related transactions for consideration in compliance, on a Pro Forma Basis, with the provisions excess of Section 7.09$5,000,000; provided that, notwithstanding anything the foregoing and subject to Section 6.02(a) above, the contrary contained in this Section 7.02, Borrower and its Restricted Subsidiaries may enter into (i) sales of inventory in the event ordinary course of any Disposition of an Unencumbered Pool Property for which a Direct Owner or an Indirect Owner of such Direct Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Ownerbusiness, the provisions of Section 11.19(b) or (c), as applicable, shall be satisfied and (ii) other than the consummation leases of the REIT Conversiontransportation capacity, storage capacity, processing capacity, and marine and/or dock usage capacity, in the ordinary course of business, (iii) conveyances, sales, transfers, or other dispositions of obsolete, surplus or unusable equipment or equipment no event shall the Parent longer used or useful in their respective businesses, (iv) conveyances, sales, transfers and other dispositions between or among the Borrower be and/or its Restricted Subsidiaries and (v) sales of receivables in connection with any Securitization Transaction permitted to engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the United States or the District of Columbiahereby.

Fundamental Changes; Dispositions. Merge (a) A Loan Party will not (i) consolidate or merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or (ii) sell, transfer, lease or otherwise Dispose of transfer (in one transaction or in a series of transactions) all or substantially all of its assets to any other Person; provided that (including all or substantially all of the Equity Interests in its Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that: (aA) any Person may consolidate or merge with or into the Borrower in a transaction in which the Borrower is the surviving Person; (B) any Loan Party (other than the Parent or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; (b) any Subsidiary may liquidate or dissolve consolidate with or sell, transfer, lease or otherwise Dispose of its assets to the Parent, Borrower or another Subsidiary; (c) any Subsidiary (other than a Material Subsidiary) may liquidate or dissolve or merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (d) any of the Borrower, the Parent and/or their respective Subsidiaries may merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of transfer all or substantially all of its assets to the (x) Borrower or (y) a Restricted Subsidiary, provided that any such merger, consolidation, sale, lease or other transfer by the Initial Guarantor pursuant to this clause (y) shall be with, into or to a Guarantor or a Restricted Subsidiary that becomes a Guarantor contemporaneously with such merger, consolidation, sale, lease or other transfer; and (C) any Loan Party (other than the Borrower) may merge into, or consolidate with, any Person other than the Borrower or a Restricted Subsidiary if (x) such Loan Party is the surviving entity or (y) such other Person is the surviving entity and becomes a Restricted Subsidiary and a Guarantor contemporaneously with such merger or consolidation. (b) Upon the occurrence and during the continuance of a Default or Event of Default, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, any other Persondirectly or indirectly, convey, sell, transfer, or liquidate otherwise dispose of assets (including interests in any Person) in any transaction or dissolve so long as: series of related transactions for consideration in excess of $5,000,000; provided, that, notwithstanding the foregoing and subject to Section 6.2(a) above, the Borrower and its Restricted Subsidiaries may enter into (i) no Default has occurred and is continuing immediately before and after such transaction; sales of inventory in the ordinary course of business, (ii) immediately after giving effect theretoleases of transportation capacity, storage capacity, processing capacity, and marine and/or dock usage capacity, in the Reporting Entity shall be in compliance, on a Pro Forma Basis, with the provisions ordinary course of Section 7.09; provided that, notwithstanding anything to the contrary contained in this Section 7.02business, (iiii) conveyances, sales, transfers, or other dispositions of obsolete, surplus or unusable equipment or equipment no longer used or useful in their respective businesses, (iv) conveyances, sales, transfers and other dispositions between or among the event of any Disposition of an Unencumbered Pool Property for which a Direct Owner or an Indirect Owner of such Direct Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b) or (c), as applicable, shall be satisfied Borrower and/or its Restricted Subsidiaries and (iiv) other than the consummation sales of the REIT Conversion, receivables in no event shall the Parent or the Borrower be permitted to engage in connection with any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the United States or the District of ColumbiaSecuritization Transaction hereby.

Fundamental Changes; Dispositions. Merge Enter into any transaction of merger or consolidate with consolidation or amalgamation or Division or liquidate, wind up or dissolve itself (or suffer any other Personliquidation or dissolution) or convey, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease transfer or otherwise Dispose dispose of (whether in one transaction or in a series of transactions) all or substantially all of its property or business (whether now owned or hereafter acquired) or convey, sell, lease, transfer or otherwise Dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests) other than: (a) so long as no Event of Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Restricted Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, a Loan Party is the surviving corporation; (b) any Loan Party may sell, convey, lease, transfer or otherwise Dispose of any or all of its assets or property (upon voluntary liquidation or otherwise) to any other Loan Party; (c) any Restricted Subsidiary that is not a Loan Party may convey, sell, or Dispose of its assets (including all any Disposition that is in the nature of a liquidation) to (i) another Restricted Subsidiary that is not a Loan Party or substantially all (ii) to a Loan Party; (d) the Borrower or any of its Restricted Subsidiaries may sublease real property to the extent such sublease would not interfere with the operation of the Equity Interests in business of the Borrower or such Restricted Subsidiary; (e) the Borrower or any of its Subsidiaries) (in each caseRestricted Subsidiaries may sell, assign, transfer or otherwise Dispose of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and any property no longer used or useful in the business of the Borrower and its Restricted Subsidiaries; (f) the Borrower or any of its Restricted Subsidiaries may sell, transfer or otherwise Dispose of inventory or other assets in the ordinary course of business, including the sale of electricity, gas, solar and other renewable energy credits and other environmental attributes in the ordinary course of business, the movement of allocations of renewable energy credits amongst utilities and sales, transfers or other Dispositions of assets in accordance with the terms of the Loan Purchase Agreement; (g) the Borrower or any of its Restricted Subsidiaries may sell, transfer or otherwise Dispose of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement equipment or (iii) such equipment was acquired by, and transferred or sold in the ordinary course of business by the Borrower or such Restricted Subsidiary, to satisfy its obligations under any construction, operation or similar contract entered into with any third party; (h) in connection with any Investment permitted under Section 7.05(a), any Restricted Subsidiary of the Borrower may merge into or liquidate consolidate with any other Person or dissolve, except that: permit any other Person to merge into or consolidate with it; provided that (ai) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower that is a Restricted Subsidiary and (ii) in the case of any Person such merger to which any Loan Party (other than the Parent Borrower) is a party, such Loan Party is the surviving Person; (i) Dispositions of property by the Borrower or any of its Restricted Subsidiaries to the Borrower or to a wholly-owned Subsidiary of the Borrower that is a Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, the transferee thereof must either be the Borrower or another Loan Party; (j) the Borrower or any of its Restricted Subsidiaries may sell, transfer, assign or otherwise dispose of the assets of any Unrestricted Subsidiary or the Borrower) may merge into Equity Interests of any Subsidiary in a transaction in which the surviving entity is a Unrestricted Subsidiary; (bk) the Borrower or any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise Dispose of its assets to the Parent, Borrower or another SubsidiaryRestricted Subsidiaries may sell receivables for collection; (cl) Dispositions by the Borrower or any of its Restricted Subsidiaries of cash or Cash Equivalents; (m) any Subsidiary (other than a Material Subsidiary) may liquidate Disposition by the Borrower or dissolve or merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose any of its Restricted Subsidiaries of other assets to, another Person if for fair market value after the Borrower determines Closing Date in good faith that such liquidation or dissolution, merger or disposition is in the best interests an amount during any fiscal year of the Borrower not to exceed the greater of (i) $30,000,000 and is not materially disadvantageous (ii) 2.0 % of Adjusted Consolidated Net Tangible Assets for the most recently ended Test Period; provided that (A) no Default or Event of Default exists or would result therefrom, (B) at least 75% of the total consideration for any such Disposition shall be received by the Borrower and its Restricted Subsidiaries in the form of cash and Cash Equivalents (in each case, free and clear of all Liens at the time received, other than non- consensual Permitted Liens), provided, however, that for the purposes of this clause (B), any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the Lendersextent of the cash or Cash Equivalents received) within ninety (90) days following the closing of the applicable Disposition shall be deemed to be cash, (C) if applicable, the Net Cash Payments thereof shall be used to prepay the Term Loans to the extent required by Section 2.05(c) and (D) the Borrower shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.10 (and if tested prior to the date on which the compliance certificate for the fiscal quarter ending on or about March 31, 2025 has been delivered, assuming that the financial covenants set forth in Section 7.10 applicable to the fiscal quarter ending on or about March 31, 2025 were then in effect); (n) (i) the Specified Dispositions and (ii) the Specified Minority Interests Disposition; (o) the Borrower or any of its Restricted Subsidiaries may make Dispositions resulting in Net Cash Payments not to exceed $5,000,000, individually, or $10,000,000 in the aggregate during any fiscal year of the Borrower; (p) to the extent constituting Dispositions, Liens permitted under Section 7.02, Investments permitted under Section 7.05 and Restricted Junior Payments permitted under Section 7.06; (q) the Borrower or any of its Restricted Subsidiaries may grant (i) non- exclusive licenses to IP Rights in the ordinary course of business and (ii) exclusive licenses to IP Rights to the extent used exclusively in discontinued or disposed operations; and (dr) any of performance by the Borrower, the Parent and/or their respective Subsidiaries may merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of all or substantially all Borrower of its assets to, obligations under any other Person, or liquidate or dissolve so long as: (i) no Default has occurred and is continuing immediately before and after such transaction; (ii) immediately after giving effect thereto, the Reporting Entity shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.09; provided that, notwithstanding anything to the contrary contained in this Section 7.02, (i) in the event of any Disposition of an Unencumbered Pool Property for which a Direct Owner or an Indirect Owner of such Direct Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b) or (c), as applicable, shall be satisfied and (ii) other than the consummation of the REIT ConversionPermitted Convertible Debt Call Transaction, in no event shall the Parent or the Borrower be each case solely as permitted to engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the United States or the District of Columbiaby this Agreement.

Fundamental Changes; Dispositions. Merge into or Merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease lease, exchange or otherwise Dispose dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (including all or substantially all of the Equity Interests in its Subsidiaries) (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, so long as no Default exists or, upon giving pro forma effect thereto, would immediately result therefrom: (a) any Significant Restricted Person may merge, consolidate or amalgamate with another Person, provided that (i) if such Significant Restricted Person is the Company, the Company shall be the acquiring, surviving or continuing entity, (ii) if such Significant Restricted Person is a Designated Borrower, (A) the Company or a Designated Borrower shall be the acquiring, surviving or continuing entity, or (B) the Obligations of such Designated Borrower are assumed by the Company or a Designated Borrower pursuant to Section 2.15(c) and Section 11.06(a) and (iii) as to any other than Significant Restricted Person, (x) the Parent Company or such Significant Restricted Person is the Borrower) may merge into acquiring, surviving or continuing entity (or, with respect to any Subsidiary in a transaction in which merger, consolidation or amalgamation involving such Significant Restricted Person, the surviving or continuing entity becomes a Significant Restricted Person in the transaction) or (y) such merger, consolidation or amalgamation is a Subsidiaryin connection with the sale, transfer, lease, exchange or other disposition of all or substantially all of such Significant Restricted Person’s Equity Interests; (b) any Subsidiary Significant Restricted Person other than a Borrower may liquidate or dissolve or sell, transfer, lease exchange or otherwise Dispose of its assets to the Parent, Borrower or another Subsidiary; (c) any Subsidiary (other than a Material Subsidiary) may liquidate or dissolve or merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (d) any of the Borrower, the Parent and/or their respective Subsidiaries may merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose dispose of all or substantially all of its assets to, any other Person, (upon voluntary liquidation or liquidate or dissolve so long as:otherwise); and (ic) no Default has occurred and is continuing immediately before and after such transaction; (ii) immediately after giving effect thereto, the Reporting Entity shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.09; provided that, notwithstanding anything to the contrary contained in this Section 7.02, (i) in the event of any Disposition of an Unencumbered Pool Property for which a Direct Owner or an Indirect Owner of such Direct Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b) or (c), as applicable, shall be satisfied and (ii) other than the consummation of the REIT Conversion, in no event shall the Parent or the Borrower be permitted to engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction Significant Restricted Person other than a state of the United States Borrower may dissolve or the District of Columbialiquidate if such dissolution or liquidation results from dispositions not prohibited by this Agreement.

Fundamental Changes; Dispositions. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (including all or substantially all of the Equity Interests in its Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that: (a) any Person (other than the Parent or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; (b) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise Dispose of its assets to the Parent, Borrower or another Subsidiary; (c) any Subsidiary (other than a Material Subsidiary) may liquidate or dissolve or merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (d) any of the Borrower, the Parent and/or their respective Subsidiaries may merge or consolidate with or into, or sell, transfer, lease or otherwise Dispose of all or substantially all of its assets to, any other Person, or liquidate or dissolve so long as: (i) no Default has occurred and is continuing immediately before and after such transaction; (ii) immediately after giving effect thereto, the Reporting Entity Parent shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.09; provided that, notwithstanding anything to the contrary contained in this Section 7.02, (i) in the event of any Disposition of an Unencumbered Pool Property for which a Direct Owner or an Indirect Owner of such Direct Owner is a Guarantor hereunder or a Disposition of any such Direct Owner or Indirect Owner, the provisions of Section 11.19(b) or (c), as applicable, shall be satisfied and (ii) other than the consummation of the REIT Conversion, in no event shall the Parent or the Borrower be permitted to engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the United States or the District of Columbia.