Common use of Fundamental Changes, Line of Business Clause in Contracts

Fundamental Changes, Line of Business. (a) The Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with, or transfer substantially all of its assets to, 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 wholly-owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person is or becomes a Subsidiary Loan Party concurrently with such merger, (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third party; provided that any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any business other than a Permitted Business.

Fundamental Changes, Line of Business. (a) The Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with, or transfer substantially all of its assets to, 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 any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), 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, continuing (i) any wholly-owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving entity, (ii) any Subsidiary may merge with into any one or more other Subsidiaries (Subsidiary in each casea transaction in which the surviving entity is a Subsidiary, other than the Borrower) provided that (x) when in the event any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person such Subsidiary that is or becomes a Subsidiary Loan Party concurrently with such mergershall be the surviving entity, (iii) any Subsidiary (other than that is a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to the Borrower or to another Subsidiary that is a Loan Party, (iv) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to another Subsidiary that is not a Loan Party, (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third partyLenders; provided that any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.4. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any business other than a Permitted Businessbusinesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any wholly-owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Subsidiary may merge with or into any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-wholly owned Subsidiary in a transaction in which the surviving entity is merging with another Subsidiary, a wholly-wholly owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) Permitted Acquisitions may be consummated so long as the continuing or surviving Person is the Borrower or becomes a Subsidiary Loan Party, (iv) sales, transfers, leases or dispositions permitted by Section 6.05 may be effected by way of merger or consolidation of any Subsidiary with any other Person (whether or not such Subsidiary is the surviving entity) and (v) PII may be dissolved pursuant to the terms of the Foreign Subsidiary Restructuring Documents, provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable. (b) Notwithstanding the foregoing, any Subsidiary Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary Loan Party (provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable), and any Subsidiary which is not a Subsidiary Loan Party concurrently with such merger, (iii) may dispose of assets to any other Subsidiary (other than which is not a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third party; provided that any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (bc) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, engage to any material extent in any business other than a Permitted Businessbusinesses of the type conducted by the Borrower and the Subsidiary Loan Parties on the Effective Date and businesses reasonably related thereto.

Fundamental Changes, Line of Business. (a) The Borrower will not, nor and will it not permit any Subsidiary to, of its Restricted Subsidiaries to merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any wholly-owned Subsidiary may merge into, consolidate or liquidate into the Borrower in a transaction in which the Borrower is the surviving entity is corporation, and, in the case of a liquidation or dissolution, all assets of such Subsidiary are distributed to the Borrower, (ii) any Subsidiary of the Borrower may merge with or into, liquidate into or consolidate with any one Restricted Subsidiary in a transaction in which the surviving or more other Subsidiaries resulting entity is a Restricted Subsidiary (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger merger, liquidation or consolidation is a Subsidiary Loan PartyGuarantor, the continuing surviving or surviving Person is or becomes resulting entity shall be a Subsidiary Guarantor), and (iii) Permitted Acquisitions as permitted by Section 6.04(vii) or other Investments permitted by Section 6.04 may be consummated; provided that in connection with each of the foregoing, the appropriate Loan Party concurrently Parties (if any) shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with such mergerthe provisions of Sections 5.11, 5.12 and 5.15, in each case, on the terms set forth therein and to the extent applicable. (b) Notwithstanding the foregoing, (i) any Restricted Subsidiary may dispose of any or all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Borrower or any Subsidiary Guarantor, (ii) any Non-Guarantor Restricted Subsidiary may dispose of any or all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower and (iii) any Immaterial Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third partydissolve; provided that any such merger referred in connection with each of the foregoing, the appropriate Loan Parties (if any) shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11, 5.12 and 5.15, in clauses (iieach case, on the terms set forth therein and to the extent applicable), (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (bc) The Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, engage to any material extent in any business other than a Permitted Businessbusinesses of the type conducted by the Borrower and its Restricted Subsidiaries on the Effective Date and businesses substantially similar, ancillary or reasonably related thereto; provided, that for the avoidance of doubt, businesses related to the manufacturing, sale or distribution of high performance chemical based products and materials is permitted under this clause (c).

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any wholly-owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Subsidiary of the Borrower may merge with or into any one or more other Subsidiaries (Subsidiary in each case, other than a transaction in which the Borrower) provided that (x) when any wholly-owned surviving entity is a Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be of the continuing or surviving Person Borrower and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person ) is or becomes a Subsidiary Loan Party concurrently with such mergerParty, (iii) any Subsidiary Permitted Acquisitions as permitted by Section 6.04 (other than a Subsidiary Loan Partyvii) of this Agreement may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders be consummated and (iv) any asset sale permitted by Section 6.05(g) the Permitted Restructuring may be effected through the merger of a subsidiary of the Borrower with a third partyconsummated; provided that any such merger referred in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in clauses (ii)each case, (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior on the terms set forth therein and to such merger shall not be permitted unless also permitted by Section 6.04the extent applicable. (b) Notwithstanding the foregoing, (i) any Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party and (ii) any Subsidiary which is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary; provided that in connection with each of the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable). (c) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, engage to any material extent in any business other than a Permitted Businessbusinesses of the type conducted by the Borrower and the Subsidiaries on the Effective Date and businesses reasonably related thereto.

Fundamental Changes, Line of Business. (a) The Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with, or transfer substantially all of its assets to, 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 any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), 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, continuing (i) any wholly-owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Subsidiary may merge with into any one or more other Subsidiaries (Subsidiary in each case, other than a transaction in which the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger entity is a Subsidiary Loan Party, the continuing or surviving Person is or becomes a Subsidiary Loan Party concurrently with such mergerSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third partyLenders; provided that any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.4. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any business other than a Permitted Businessbusinesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes, Line of Business. (a) The Borrower will Loan Parties shall not, nor will it and shall not permit any Subsidiary of their Subsidiaries to, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, 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 wholly-owned Subsidiary may merge into Borrower in a transaction in which Borrower is the Borrower surviving corporation, (ii) any wholly-owned Subsidiary may merge with or consolidate into any wholly-owned Subsidiary in a transaction in which the surviving entity is the Borrower, (ii) any a Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person ) is or becomes a Subsidiary Loan Party concurrently with such merger(if it would be required to be so pursuant to Section 5.14), (iii) any Subsidiary (other than Permitted Acquisition may be consummated so long as the surviving person is Borrower or a Subsidiary Loan Party) Party (if it would be required to be so pursuant to Section 5.14); provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may liquidate or dissolve if be, protect and preserve the Borrower determines in good faith that such liquidation or dissolution is in Liens on the best interests of the Borrower and is not materially disadvantageous Collateral granted to the Lenders Collateral Agent pursuant to the Pledge Agreements and otherwise comply with the provisions of Sections 5.11, 5.12 and 5.14, in each case on the terms set forth therein and to the extent applicable and (iv) any asset sale permitted by Section 6.05(g) Non-Loan Party may be effected through the merger of a subsidiary of the Borrower merge with a third party; provided that or consolidate into any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a whollyother Non-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04Loan Party. (b) Notwithstanding the provisions of clause (a), any Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party (provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Pledge Agreements and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case on the terms set forth therein and to the extent applicable), and any Non-Loan Party may dispose of assets to any other Non-Loan Party. (c) The Borrower will Loan Parties shall not, and will shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, engage to any material extent in any business other than a Permitted Businessbusinesses of the type conducted by the Loan Parties and their Subsidiaries on the Effective Date and businesses reasonably related thereto. (d) Borrower shall not engage in any business activities or have any properties or liabilities other than (i) its direct ownership of the Equity Interests of its Subsidiaries, (ii) obligations under the Loan Documents and (iii) activities and properties incidental to the foregoing clauses (i) and (ii).

Fundamental Changes, Line of Business. (a) The Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with, or transfer substantially all of its assets to, amalgamate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and its Restricted Subsidiaries, taken as a whole, to or in favor of any Person (including, in each case, pursuant to a Division/Series Transaction), except that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, that: (i) any wholly-owned Restricted Subsidiary may merge into or consolidate or amalgamate with (A) the Borrower; provided that the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person, or (B) any one or more other Restricted Subsidiaries; provided that, when any Subsidiary Loan Party is merging, consolidating or amalgamating with another Restricted Subsidiary, (1) the continuing or surviving Person and shall be a Subsidiary Loan Party or (y2) if any party to such merger the continuing or surviving Person is not a Subsidiary Loan Party, the continuing or surviving Person is or becomes a acquisition of such Subsidiary Loan Party concurrently by such surviving Restricted Subsidiary is otherwise permitted under Section 6.04 and, provided further, in the event that a Loan Party is the surviving Person of any such transaction, the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the applicable Security Documents shall be maintained or created in accordance with such merger, the terms of this Agreement and the other Loan Documents; (iiiii) (A) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (other than a B) any Restricted Subsidiary Loan Party) may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such liquidation or dissolution action is in the best interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders so long as, in the case of a Subsidiary Loan Party, the Lien and security interest in the Collateral of such Subsidiary Loan Party granted in favor of the Collateral Agent under the applicable Security Documents shall be maintained in accordance with the terms of this Agreement and the other Loan Documents; (iviii) any asset sale permitted by Section 6.05(gRestricted Subsidiary may make a Disposition of all or substantially all of its assets (upon voluntary liquidation or otherwise) may be effected through the merger of a subsidiary of to the Borrower with a third partyor another Restricted Subsidiary; provided that any if the transferor in such merger referred to in clauses a transaction is a Loan Party, then (ii)A) the transferee must be a Loan Party, (iiiB) or (iv) above involving to the extent constituting an Investment, such Investment must be a Person permitted Investment in a Restricted Subsidiary that is not a whollyLoan Party in accordance with Section 6.04 or (C) to the extent constituting a Disposition from a Restricted Subsidiary that is a Loan Party to a Restricted Subsidiary that is not a Loan Party, such Disposition is for fair market value (as reasonably determined in good faith by the Borrower) and any promissory note or other non-owned cash consideration received in respect thereof is a permitted Investment in a Restricted Subsidiary immediately prior that is not a Loan Party in accordance with Section 6.04; (iv) the Borrower may merge or consolidate with any other Person; provided that (A) the Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower shall be a corporation organized or existing under the laws of the United States, any State thereof or the District of Columbia, (2) the Successor Borrower shall expressly assume all the Loan Document Obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of and grant of any Liens as security for the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement and (4) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such merger or consolidation complies with this Agreement; provided, further that (x) in either case, if such Person is not a Subsidiary Loan Party, no Event of Default shall exist immediately before or after giving effect to such merger or consolidation and (y) if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents; provided further, that the Borrower will provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by the Administrative Agent or any Lender or Issuing Bank through the Administrative Agent that the Administrative Agent or such Lender or Issuing Bank shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the USA PATRIOT Act and the Beneficial Ownership Regulation; (v) any Restricted Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect a Permitted Acquisition or similar Investment permitted unless also permitted by pursuant to Section 6.04; provided that the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of the Restricted Subsidiaries, shall have complied with the requirements of Sections 5.11 and 5.12; and (vi) any Restricted Subsidiary may effect a merger, dissolution, liquidation consolidation or amalgamation to effect a Disposition permitted pursuant to Section 6.05. (b) The Borrower will notand its Restricted Subsidiaries, and taken as a whole, will not permit any Subsidiary tofundamentally and substantively alter the character of their business, engage taken as a whole, from the business conducted by them on the Closing Date and other business activities which are extensions thereof or otherwise incidental, reasonably related, complementary or ancillary to any material extent in any business other than a Permitted Businessof the foregoing.

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any wholly-owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Subsidiary may merge with or into any one or more other Subsidiaries (Subsidiary in each case, other than a transaction in which the Borrower) provided that (x) when any wholly-owned surviving entity is a Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person ) is or becomes a Subsidiary Loan Party concurrently with such merger, and (iii) any Subsidiary (other than a Subsidiary Permitted Acquisitions may be consummated; PROVIDED that in connection with the foregoing, the appropriate Loan Party) Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may liquidate or dissolve if be, protect and preserve the Borrower determines in good faith that such liquidation or dissolution is in Liens on the best interests of the Borrower and is not materially disadvantageous Collateral granted to the Lenders Collateral Agents pursuant to the Security Documents and (iv) any asset sale permitted by Section 6.05(g) may be effected through otherwise comply with the merger provisions of a subsidiary of Sections 5.11 and 5.12, in each case, on the Borrower with a third party; provided that any such merger referred terms set forth therein and to in clauses (ii), (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04the extent applicable. (b) Notwithstanding the foregoing, (i) any Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party and (ii) any Subsidiary which is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary; PROVIDED that in connection with each of the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agents pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable). (c) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, engage to any material extent in any business other than a Permitted Businessbusinesses of the type conducted by the Borrower and the Subsidiaries on the Effective Date and businesses reasonably related thereto.

Fundamental Changes, Line of Business. (a) The Borrower will Loan Parties shall not, nor will it and shall not permit any Subsidiary of their Subsidiaries to, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, 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 wholly-owned Subsidiary may merge into Borrower in a transaction in which Borrower is the Borrower surviving corporation, (ii) any wholly-owned Subsidiary may merge with or consolidate into any wholly-owned Subsidiary in a transaction in which the surviving entity is the Borrower, (ii) any a Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person ) is or becomes a Subsidiary Loan Party concurrently with such merger(if it would be required to be so pursuant to Section 5.16), (iii) any Subsidiary (other than Permitted Acquisition may be consummated so long as the surviving person is Borrower or a Subsidiary Loan Party) may liquidate or dissolve Party (if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous it would be required to the Lenders be so pursuant to Section 5.16), and (iv) any asset sale permitted by Section 6.05(g) Non-Loan Party may be effected through the merger of a subsidiary of the Borrower merge with a third party; provided that or consolidate into any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a whollyother Non-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04Loan Party. (b) Notwithstanding the provisions of clause (a), any Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party, and any Non-Loan Party may dispose of assets to any other Non-Loan Party. (c) The Borrower will Loan Parties shall not, and will shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, engage to any material extent in any business other than a Permitted Businessbusinesses of the type conducted by the Loan Parties and their Subsidiaries on the Effective Date and businesses reasonably related thereto. (d) Borrower shall not engage in any business activities or have any properties or liabilities other than (i) its direct ownership of the Equity Interests of its Subsidiaries, (ii) obligations under the Loan Documents and the Merger Documents and (iii) activities and properties incidental to the foregoing clauses (i) and (ii).

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, 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) the Borrowers may be merged together in a transaction in which either of them is the surviving corporation, (ii) any wholly-wholly owned Subsidiary may merge into a Borrower in a transaction in which such Borrower is the Borrower surviving corporation, (iii) any wholly owned Subsidiary may merge with or into any wholly owned Subsidiary in a transaction in which the surviving entity is the Borrower, (ii) any a Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person entity is or becomes a Subsidiary Loan Party concurrently with such merger, (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and ), (iv) any asset sale permitted by Section 6.05(gSubsidiary may merge with or into an entity in a Permitted Acquisition in a transaction in which the surviving entity is a Loan Party; and (v) may the Mergers shall be effected through the merger of a subsidiary of the Borrower with a third partypermitted; provided that any such merger referred in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Administrative Agent or the Collateral Agent to expressly assume the obligations of each non-surviving entity under each of the Loan Documents and to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in clauses (ii)each case, (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior on the terms set forth therein and to such merger shall not be permitted unless also permitted by Section 6.04the extent applicable. (b) Notwithstanding the foregoing, any Subsidiary may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or Subsidiary Loan Party (provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents Table of Contents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable), and any Subsidiary which is not a Subsidiary Loan Party may dispose of assets to any other Subsidiary which is not a Subsidiary Loan Party. (c) The Borrower Borrowers will not, and will not permit any Subsidiary of their Subsidiaries to, directly or indirectly, engage to any material extent in any business other than a businesses of the type conducted by the Borrowers and their Subsidiaries on the date of this Agreement and businesses reasonably related thereto and other businesses specified on Schedule 6.03(c). (d) Holdings will not engage in any business other than holding Equity Interests of the Borrowers, issuing its Equity Interests, the Senior Notes (and any Permitted BusinessRefinancings thereof) or other Indebtedness which it is permitted to incur pursuant to Section 6.01, maintaining its existence, performing its obligations under the federal securities laws and performing activities reasonably related thereto.

Fundamental Changes, Line of Business. (a) The Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with, or transfer substantially all of its assets to, amalgamate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and its Restricted Subsidiaries, taken as a whole, to or in favor of any Person (including, in each case, pursuant to a Division/Series Transaction), except that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, that: (i) any wholly-owned Restricted Subsidiary may merge into or consolidate or amalgamate with (A) the Borrower; provided that the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and Person, or (yB) if any party to such merger is a Subsidiary Loan Partyone or more other Restricted Subsidiaries; provided that, the continuing or surviving Person is or becomes a when any Subsidiary Loan Party concurrently is merging, consolidating or amalgamating with such mergeranother Restricted Subsidiary, (iii1) the (A) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (other than a B) any Restricted Subsidiary Loan Party) may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such liquidation or dissolution action is in the best interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders so long as, in the case of a Subsidiary Loan Party, the Lien and security interest in the Collateral of such Subsidiary Loan Party granted in favor of the Collateral Agent under the applicable Security Documents shall be maintained in accordance with the terms of this Agreement and the other Loan Documents; (iviii) any asset sale permitted by Section 6.05(gRestricted Subsidiary may make a Disposition of all or substantially all of its assets (upon voluntary liquidation or otherwise) may be effected through the merger of a subsidiary of to the Borrower with a third partyor another Restricted Subsidiary; provided that any if the transferor in such merger referred to in clauses a transaction is a Loan Party, then (ii)A) the transferee must be a Loan Party, (iiiB) or (iv) above involving to the extent constituting an Investment, such Investment must be a Person permitted Investment in a Restricted Subsidiary that is not a whollyLoan Party in accordance with Section 6.04 or (C) to the extent constituting a Disposition from a Restricted Subsidiary that is a Loan Party to a Restricted Subsidiary that is not a Loan Party, such Disposition is for fair market value (as reasonably determined in good faith by the Borrower) and any promissory note or other non-owned cash consideration received in respect thereof is a permitted Investment in a Restricted Subsidiary immediately prior to that is not a Loan Party in accordance with Section 6.04; (iv) the Borrower may merge or consolidate with any other Person; provided that (A) the Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger shall or consolidation is not be permitted unless also permitted by Section 6.04. the Borrower (b) The Borrower will notany such Person, and will not permit any Subsidiary to, engage to any material extent in any business other than a Permitted Business.the “Successor Borrower”),

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, 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) two or more Borrowers may be merged together in a transaction in which a Borrower is the surviving corporation, (ii) any wholly-wholly owned Subsidiary may merge into a Borrower in a transaction in which such Borrower is the Borrower surviving corporation, (iii) any wholly owned Subsidiary may merge with or into any wholly owned Subsidiary in a transaction in which the surviving entity is the Borrower, (ii) any Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-a wholly owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person (and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person entity is or becomes a Subsidiary Loan Party concurrently with such merger, (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and ), (iv) any asset sale Subsidiary may merge with or into an entity in a Permitted Acquisition in a transaction in which the surviving entity is a Loan Party; (v) the Merger shall be permitted by Section 6.05(gand (vi) may the Proposed Reorganization shall be effected through the merger of a subsidiary of the Borrower with a third partypermitted; provided that any such merger referred in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Administrative Agent to expressly assume the obligations of each non-surviving entity under each of the Loan Documents and to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Administrative Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in clauses (ii)each case, (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior on the terms set forth therein and to such merger shall not be permitted unless also permitted by Section 6.04the extent applicable. (b) Notwithstanding the foregoing, any Subsidiary of Holdings may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or Subsidiary Loan Party (provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Administrative Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Administrative Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable and provided further that such dispositions shall not be for more than the fair market value of the assets being disposed of), and any Subsidiary which is not a Subsidiary Loan Party may dispose of assets to any other Subsidiary which is not a Subsidiary Loan Party. (c) The Borrower Borrowers will not, and will not permit any Subsidiary of their Subsidiaries to, directly or indirectly, engage to any material extent in any business other than a businesses of the type conducted by the Borrowers and their Subsidiaries on the date of this Agreement and businesses reasonably related thereto and other businesses specified on Schedule 6.03(c). (d) Holdings will not engage in any business other than holding Equity Interests of the Borrowers (or, in the case of the Proposed Reorganization, the Equity Interests of the Subsidiaries of any Borrower that are merged into Holdings; provided that such Subsidiaries are promptly merged into an existing Borrower with the result being that, after giving effect to the Proposed Reorganization, the only Equity Interests owned by Holdings will be those of the Borrowers in existence after giving effect to such Proposed Reorganization), issuing its Equity Interests, the Senior Notes (and any Permitted BusinessRefinancings thereof) or other Indebtedness which it is permitted to incur pursuant to Section 6.01, maintaining its existence, performing its obligations under the federal securities laws and performing activities reasonably related thereto.

Fundamental Changes, Line of Business. (a) The Borrower Borrowers will not, nor and will it not permit any Domestic Subsidiary to, merge into or consolidate with, or transfer substantially all of its assets to, into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of their Domestic Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) a Borrower or any wholly-owned Domestic Subsidiary may merge into the with a Person if such Borrower in (or such Domestic Subsidiary if a transaction in which Borrower is not a party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Domestic Subsidiary that is not a Borrower may merge with any one or more other Subsidiaries (in each caseinto another Domestic Subsidiary; provided, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person is or becomes a Subsidiary Loan Party concurrently with such mergershall be the surviving Person, (iii) any Domestic Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to a Borrower or to a Subsidiary Loan Party and (iv) any Domestic Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third partyLenders; provided provided, that any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.6. (b) The Borrower Borrowers will not, and will not permit any Subsidiary of their Domestic Subsidiaries to, engage to any material extent in any business other than a Permitted Businessbusinesses of the type conducted by the Borrowers and their Domestic Subsidiaries on the date hereof and businesses reasonably related thereto.