Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any WhollyGuarantor is merging, amalgamating or consolidating with another Subsidiary, the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (y) when any wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is (i) a WhollyGuarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (ii) a wholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary that is not a Loan Party may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties, provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger, provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolvemerge with any other Person in order to effect an Investment expressly permitted pursuant to Sections 7.02(e), liquidate or wind up its affairs if it owns no material assets, engages in no business (f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. The Parent will not, and will not permit Neither the Borrower nor any of its Restricted Subsidiaries to, shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge or consolidate with (i) the BorrowerBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided provided, that the Borrower shall be the continuing or surviving Person, ; or (ii) any one or more other Restricted Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging with another Subsidiarya Restricted Subsidiary under this clause (a)(ii), a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person and Person; (yi) when any Subsidiary that is not a Credit Loan Party is merging may merge or consolidate with another Subsidiary, then such or into any other Subsidiary shall be that is not a Credit Loan Party; and (ii) any Subsidiary may liquidate or dissolve into its parent if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders; (bc) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another any other Restricted Subsidiary; provided provided, that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall either must be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;Guarantor; and (d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any Investment permitted other Person; provided, that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by Section 6.06 may or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not the Borrower, (A) the Successor Company shall be structured an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the 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 reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee and its pledges and other obligations under the Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents, and (D) the Borrower shall have delivered to the Administrative Agent (i) an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as a mergerreasonably requested by the Administrative Agent; provided, consolidation or amalgamationfurther, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, a Guarantor may merge or consolidate with any other Person; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Guarantor under this Agreement; (f) so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may dissolvemerge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.05; provided, liquidate that any such merger or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related consolidation involving the Borrower or any Guarantor shall be subject to the maintenance of its existence conditions set forth in clauses (d) and good standing(e) above, respectively; and (fg) so long as no Default exists or would result therefrom, any Restricted Subsidiary may Dispose consummate a merger, dissolution, liquidation or consolidation, in each case, the purpose of which is to effect a Disposition of all or substantially all of its the assets (upon voluntary liquidation of, or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets Equity Interests of, such Restricted Subsidiary permitted pursuant to clause (t) of the Parent and its SubsidiariesSection 7.04.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary (other than an Excluded Foreign Subsidiary); provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;amalgamation (provided that the surviving Person of such merger, consolidation or amalgamation is not an Excluded Foreign Subsidiary); and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Permitted Acquisition), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary (or to the direct or indirect holder of such Subsidiary’s Equity Interests); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Subsidiary, and, provided further that if the transferor in of such a transaction assets is a Credit PartyGuarantor, then the transferee shall must either be Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;[intentionally omitted]; and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Loan Party or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary thereof may Dispose of all or substantially all of the assets of any one or more of its assets Subsidiaries (upon voluntary liquidation or otherwise), ; provided that (i) the assets subject to such assets do not constitute all or substantially all Disposition are less than 5% percent of the consolidated total assets of the Parent Borrower and its SubsidiariesSubsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis.

Fundamental Changes. The Parent will Borrower shall not, and will not nor shall it permit any of its Subsidiaries Material Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) the Borrower or any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) (i) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is the Borrower or a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and Subsidiary, or (yii) if the transferor in such pursuant to a transaction is a Credit Party, then the transferee shall be a Credit PartyDisposition permitted under Section 7.05; (c) the Parent Borrower may merge or consolidate with any Person so long as (i) the Borrower is the surviving Person or (ii) (A) the surviving Person expressly assumes by a duly executed amendment to this Agreement all of the Borrower’s obligations hereunder and its Subsidiaries may make Dispositions permitted under the other Loan Documents, in a manner satisfactory to the Administrative Agent and the Lenders and (B) such transfer of the Borrower’s rights and obligations hereunder is approved by the Administrative Agent and each Lender in accordance with the terms of Section 6.04;10.06(a); and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate merge or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to consolidate with any Person so long as such Subsidiary is the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariessurviving Person.

Fundamental Changes. (a) The Parent Borrowers will not, and will not permit any of its their Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any of their Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided 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 Borrower or any Subsidiary may merge with a Person if such Borrower (or such Subsidiary if no Borrower is a party to such merger) is the surviving Person, except that, so long as no Default exists or would result therefrom:‌ (aii) any Subsidiary may merge with (i) the Borrower; into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Borrower Subsidiary Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower or to a Subsidiary Loan Party, and (upon voluntary iv) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Parent or Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted unless also permitted by Section 6.04;7.4. (db) The Borrowers will not, and will not permit any Investment permitted by Section 6.06 may be structured as a mergerof their Subsidiaries to, consolidation or amalgamation; (e) engage in any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all businesses of the consolidated assets of type conducted by the Parent Borrowers and its Subsidiariestheir Subsidiaries on the date hereof and businesses reasonably related, ancillary or complementary thereto (including related, complementary, synergistic or ancillary technologies in which the Borrowers are currently engaged).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge with (i) any Borrower (including a merger, the Borrowerpurpose of which is to reorganize such Borrower into a new jurisdiction); provided that the such Borrower shall be the continuing or surviving PersonPerson and (y) such merger does not result in any Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary a Credit Party shall be a Credit Partythe continuing or surviving Person; (bi) any Subsidiary that is not a Credit Party may merge or consolidate with or into any other Subsidiary that is not a Credit Party and (ii) any Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and its Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Company or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor or a Borrower, then (i) the transferee shall must either be a Borrower or a Guarantor or (ii) to the Parent or another Wholly-Owned Subsidiary extent constituting an Investment, such Investment must be permitted under Sections 6.2 and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.046.3; (d) so long as no Default exists or would result therefrom, Company may merge with any Investment permitted other Person; provided that (i) Company shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not Company (any such Person, the “Successor Company”), (A) the Successor Company and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.06 may 6.10 on a pro forma basis after giving effect to such merger or consolidation as of the last day of the Fiscal Quarter most recently ended, (B) the Successor Company shall be structured as an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Company shall expressly assume all the obligations of Company under this Agreement and the other Credit Documents to which Company is a mergerparty pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (E) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Pledge and Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (F) each mortgagor of a Closing Date Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (G) Company shall have delivered to Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or amalgamationany Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, Company under this Agreement; (e) so long as no Default exists or would result therefrom, any Subsidiary may dissolvemerge with any other Person in order to effect an Investment permitted pursuant to Section 6.2; provided that the continuing or surviving Person shall be a Subsidiary, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance which together with each of its existence Subsidiaries, shall have complied with the requirements of Section 5.11; (f) Holdings and good standingits Subsidiaries may consummate the Merger; and (fg) any Subsidiary may Dispose so long as no Default exists or would result therefrom, a Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 6.5.

Fundamental Changes. The Parent will notEnter into any merger, and will not permit any of its Subsidiaries toconsolidation or amalgamation, merge, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary of the Borrower may merge be merged or consolidated with or into the Borrower (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, corporation) or with or into any Wholly Owned Subsidiary (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-the Wholly Owned Subsidiary shall be the continuing or surviving Person and (y) when corporation); provided that any such merger or consolidation of a Subsidiary that is a Credit Party is merging Guarantor shall only be with or into the Borrower or another Subsidiary, then such other Subsidiary shall be a Credit PartyGuarantor; (b) any Subsidiary of the Borrower may Dispose of all any or substantially all of its assets (i) to the Borrower or any Wholly Owned Subsidiary (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary); provided that (x) if any such Disposition by a Subsidiary Guarantor shall only be to the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and Guarantor or (yii) if the transferor in such pursuant to a transaction is a Credit Party, then the transferee shall be a Credit PartyDisposition permitted by Section 7.5; (c) the Parent and its Subsidiaries may make Dispositions any Investment expressly permitted by Section 6.04; (d) any Investment permitted by Section 6.06 7.7 may be structured as a merger, consolidation or amalgamation; (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if it owns no material assetsat the time of such dissolution, engages in no business and otherwise has no activities other liquidation or winding up, the value of the assets of such Subsidiary is less than activities related to the maintenance of its existence and good standing$100,000 or such Subsidiary is dormant; and (fe) the Borrower may consolidate with or merge with or into any Person, if: (i) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party by executing and delivering to the Administrative Agent a joinder hereto and thereto or one or more other documents or instruments, in each case, in a form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default will have occurred and be continuing or would result therefrom; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), the Successor Company shall be in compliance with the financial covenant set forth in Section 7.1 as of the end of the most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1; (iv) each Guarantor (other than (x) any Subsidiary may Dispose of all Guarantor that will be released from its obligations under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or substantially all of merger) shall have delivered a joinder or one or more other documents or instruments confirming its assets obligation under the Guarantee and Collateral Agreement and its obligations under the other Loan Documents; (upon voluntary liquidation v) Parent shall have delivered a joinder or otherwiseone or more other documents or instruments confirming its obligation under the Parent Guarantee; and (vi) the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer each to the effect that such consolidation or merger and such joinders or other documents or instruments relating to this Agreement or any other Loan Document complies with the provisions described in this Section 7.4(e), (B) a legal opinion of counsel to the Successor Company and its Subsidiaries covering substantially the same matters set forth in Exhibit E hereto and (C) all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such consolidation or merger required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. ; provided that such assets do not constitute all or substantially all if the foregoing provisions of this clause (e) are satisfied, the consolidated assets of Successor Company will succeed to, and be substituted for, the Parent and its SubsidiariesBorrower under this Agreement.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as both immediately before and immediately after giving effect to any such transaction, no Default exists shall be continuing or would shall result therefrom:‌therefrom: (a) any Subsidiary of the Borrower (other than Finsub) may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; Subsidiaries of the Borrower, provided that (x) when any Wholly-Owned Subsidiary of the Borrower, is merging with another SubsidiarySubsidiary of the Borrower, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary of the Borrower (other than Finsub) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiarySubsidiary of the Borrower (other than Finsub); provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and (y) if of the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Borrower; and (c) the Parent and its Subsidiaries Borrower may make Dispositions permitted by Section 6.04; (d) merge with any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)Person, provided that (i) the Borrower shall be the continuing or surviving Person, and (ii) such assets do Person was organized under the Laws of the United States of America or one of its states. For the avoidance of doubt, any Disposition made in connection with a Permitted Receivables Transaction shall not constitute all or substantially all a breach of the consolidated assets of the Parent and its Subsidiariesthis Section 7.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidateMerge, consolidate with or into another Personinto, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, except thatin each case, pursuant to a Division) other than Dispositions permitted under Section 7.05 and, so long as no Default or Event of Default exists at the time or would occur as a result therefrom:‌thereof: (a) any Subsidiary may merge with (i) the a Borrower; , provided that the a Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) that, when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, the continuing or surviving Person shall be a Whollywholly-Owned owned Subsidiary, or (iii) any other Person, provided that such Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiaryor immediately upon such merger, then such other Subsidiary consolidation or combination, the continuing or surviving Person shall be a Credit Partywholly-owned Subsidiary; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to a Borrower or to another Subsidiary; provided that if the seller in such assets do not constitute all a transaction is a wholly-owned Subsidiary, then the purchaser must either be a Borrower or substantially all a wholly-owned Subsidiary; and (c) any Borrower may merge, consolidate or combine with any entity if a Borrower is the continuing or surviving Person (and, if the Company is a party to such merger, the Company is the surviving Person or the continuing or surviving Person assumes the duties and obligations of the consolidated assets of Company hereunder and under the Parent and its Subsidiariesother Loan Documents).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Wholly- Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not(i) without at least 15 days prior written notice thereof to Agent, and will not permit any change its legal name; change its tax, charter or other organizational identification number; change its form or jurisdiction of organization or change the location of its Subsidiaries toregistered office (with respect to a Canadian Obligor) or chief executive office; (ii) liquidate, wind up its affairs or dissolve itself; (ii) or merge, dissolveamalgamate, liquidate, combine or consolidate with or into another any Person, or Dispose of (whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌for: (a) any mergers, amalgamations or consolidations of a Subsidiary may merge with (i) the Borrower; Parent, provided that Parent shall be the continuing or surviving Person; (ii) a Borrower (other than Parent), provided that a Borrower shall be the continuing or surviving Person, ; or (iiiii) a Guarantor (for any such transaction not involving any Borrower), provided that a Guarantor shall be the continuing or surviving Person ; (b) subject to clause (a) above, mergers, amalgamations or consolidations of a Subsidiary with any one or more other Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Obligor is merging or amalgamating with another Subsidiary, a Wholly-Owned Subsidiary such Obligor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyPerson; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Permitted Acquisitions; (d) in connection with any Investment permitted by Section 6.06 Permitted Acquisition, any Subsidiary of Parent may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that (i) the Person surviving such merger or continuing thereafter shall be structured as Parent or a mergerSubsidiary of Parent and (ii) in the case of any such merger or amalgamation to which any Obligor is a party, consolidation such Obligor is the surviving or amalgamation;continuing Person; and (e) any Subsidiary Obligor that is not a Borrower may dissolve, liquidate or wind up its affairs at any time if it owns no material assetsParent determines in good faith that such dissolution, engages in no business and otherwise has no activities other than activities related liquidation or winding up is not materially disadvantageous to the maintenance of its existence Lenders and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated material assets of the Parent and its Subsidiariessuch Obligor are contributed to another Obligor.

Fundamental Changes. The Neither Parent will not, and will not permit nor any of its Restricted Subsidiaries to, shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge or consolidate with (i) Parent or a Borrower (including a merger, the Borrowerpurpose of which is to reorganize such Borrower into a new jurisdiction); provided provided, that the Parent or such Borrower shall be the continuing or surviving Person, ; or (ii) any one or more other Restricted Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging with another Subsidiarya Restricted Subsidiary under this clause (a)(ii), a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person and Person; (yi) when any Subsidiary that is not a Credit Loan Party is merging may merge or consolidate with another Subsidiary, then such or into any other Subsidiary shall be that is not a Credit Loan Party; and (ii) any Subsidiary may liquidate or dissolve into its parent if Parent determines in good faith that such action is in the best interest of Parent and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders; (bc) Parent or any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another any Restricted Subsidiary; provided provided, that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryBorrower or a Guarantor, then the transferee must be Parent, a Borrower or a Guarantor and; provided, further, that at least one Borrower shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in remain after such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;transaction; and (d) so long as no Default exists or would result therefrom, Parent or a Borrower may merge or consolidate with any Investment permitted other Person; provided, that (i) Parent or such Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by Section 6.06 may or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not Parent or such Borrower, (A) the Successor Company shall be structured an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) in the case of a Successor Company for a Borrower, each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee and its pledges and other obligations under the Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents, and (D) Parent shall have delivered to the Administrative Agent (i) an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as a mergerreasonably requested by the Administrative Agent; provided, consolidation or amalgamationfurther, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the applicable Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, a Guarantor may merge or consolidate with any other Person; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Guarantor under this Agreement; (f) so long as no Default exists or would result therefrom, Parent, a Borrower or any Restricted Subsidiary may dissolve, liquidate merge or wind up its affairs if it owns no material assets, engages consolidate with any other Person in no business and otherwise has no activities other than activities related order to the maintenance of its existence and good standingeffect an Investment permitted pursuant to Section 7.05; and (fg) so long as no Default exists or would result therefrom, Parent or any Restricted Subsidiary may Dispose consummate a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 7.04.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose 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 transactions) all or substantially all of its assets (whether now owned assets, or hereafter acquired) to liquidate or in favor of any Persondissolve, 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 other Person, including a Subsidiary, may merge into the Borrower in a transaction in which the Borrower is the surviving corporation (so long as no Default exists or would result therefrom:‌ any such acquisition of a non-Subsidiary is a Permitted Acquisition), (aii) any Subsidiary may merge with (i) into any wholly owned Subsidiary in a transaction in which the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary entity is merging with another a wholly owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a wholly owned Subsidiary, (iv) 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, (v) any Subsidiary may merge into any other Person in connection with a disposition of all or substantially all of its assets the stock of such Subsidiary that is otherwise permitted under this Section 6.04, and (upon voluntary liquidation vi) so long as no Event of Default has occurred and is continuing or otherwisewould result therefrom, the Borrower may merge into or consolidate with another Person in a transaction in which such other Person is the surviving entity if such other Person (w) is organized and validly existing under the laws of the United States or any State thereof, (x) such Person shall assume all obligations of the Borrower hereunder, pursuant to an assumption agreement in form and substance reasonably satisfactory to the Parent or Administrative Agent, (y) the Administrative Agent shall have received a favorable opinion of counsel to another Subsidiarysuch other Person covering such matters relating to such assumption as the Administrative Agent may reasonably request, together with such other documents, instruments and certificates as the Administrative Agent may reasonably request, all of which shall otherwise be in form and substance satisfactory to the Administrative Agent, and (z) the Administrative Agent and the Lenders shall have received all such “know your customer” information regarding such other Person as they shall reasonably request; provided that (x) if the transferor in any such merger involving a transaction Person that is not a Wholly-Owned Subsidiary, then the transferee wholly owned Subsidiary immediately prior to such merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;permitted unless also permitted by Section 6.05. (cb) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the Parent type conducted by the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date of execution of this Agreement and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04‎6.04; (d) any Investment permitted by Section 6.06 ‎6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent Loan Parties will not, and will not permit any of its their respective Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions expressly permitted by Section 6.04; (d) any Investment expressly permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) transactions entered into pursuant to any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesSecuritization Financing.

Fundamental Changes. (i) The Parent will not, and will Borrower shall not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose 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 transactions) all or substantially all of its assets assets, or, subject to Section 11.3(b), all or any of the stock of any Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve. (ii) The Borrower shall not permit any Material Subsidiary to, 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 favor a series of transactions) all or substantially all of its assets, or all or any of the stock of any Personother Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom:‌ shall have occurred and be continuing, (aA) any Material Subsidiary may merge amalgamate with (i) the Borrower; provided that the Borrower shall be any other Material Subsidiary or with any Subsidiary if the continuing or surviving Personcorporation will become a Material Subsidiary as a result of such amalgamation, or (iiB) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Material Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to another Material Subsidiary or to any Subsidiary which will become a Material Subsidiary as a result of such transaction and (upon voluntary C) any Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is not materially disadvantageous to the Parent or Borrower and the Lenders. (iii) The Borrower shall not, and shall not permit any Material Subsidiary to, engage to another Subsidiary; provided any material extent in any material business that is materially different from businesses of the type conducted (x) if by the transferor in such a transaction is a Wholly-Owned Subsidiary, then Borrower and its Material Subsidiaries on the transferee shall either be the Parent date of execution of this Agreement or another Wholly-Owned Subsidiary and (y) if in respect of any entity that becomes a Material Subsidiary after the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all date of the consolidated assets execution of this Agreement, by such Material Subsidiary on the last day of the Parent Fiscal Quarter immediately preceding the date on which such entity becomes a Material Subsidiary, and its Subsidiariesbusinesses reasonably related or incidental thereto.

Fundamental Changes. The Parent will not, Borrower shall not and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly: merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries taken as a whole (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary the Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and (y) when any wholly-owned Subsidiary that is a Credit Party is merging with another Subsidiary, then such other the wholly-owned Subsidiary shall be a Credit Party;the continuing or surviving Person; and (b) any Subsidiary other than the Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or a wholly-owned Subsidiary; and (c) the Borrower or any Subsidiary may consolidate or merge with another Wholly-Owned corporation or entity, and a Person may consolidate with or merge into the Borrower or any Subsidiary, provided that (x) if the merger involves a Subsidiary but does not involve the Borrower or the Guarantor, a Subsidiary shall be the surviving entity, and (y) if the transferor in such a transaction is a Credit Partymerger involves the Borrower, then the transferee Borrower shall be a Credit Party; the ultimate surviving entity and if the merger involves the Guarantor, the Guarantor shall be the surviving entity, and (cz) in each such case (i) the Parent surviving entity shall be after the merger a solvent entity and its Subsidiaries may make Dispositions permitted existing under the laws of the United States of America, any State thereof or the District of Columbia, (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Borrower or a Subsidiary as a result of such transaction as having been incurred by the Borrower or such Subsidiary at the time of such transaction, no Default shall have happened and be continuing, and (iii) if the merger or consolidation involves the Borrower or the Guarantor, the Borrower has delivered to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower and an opinion of counsel, each stating that such consolidation or merger complies with this Section 6.04;7.04; and (d) any Investment Subsidiary (other than the Guarantor) may dissolve in connection with any Disposition otherwise permitted by this Section 6.06 may 7.04. provided, however, that nothing contained in this Section 7.04 shall be structured as a or be deemed to permit any merger, dissolution, liquidation, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages Disposition which would result in no business and otherwise has no activities other than activities related to the maintenance a Change of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesControl.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, make any Acquisition, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, or enter into any agreement to do any of the foregoing, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;owned Subsidiary; and (c) the Parent and Borrower or its Subsidiaries party hereto may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a mergerPermitted Acquisitions and in connection therewith, consolidation or amalgamation; (e) any Subsidiary of the Borrower may dissolve, liquidate merge into or wind up its affairs if it owns no material assets, engages consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower and (ii) in no business and otherwise has no activities other than activities related the case of any such merger to the maintenance of its existence and good standing; and (f) which any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of Borrower is a party, such Subsidiary is the Parent and its Subsidiariessurviving Person.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) the Borrower may merge or consolidate with any Person, provided that the Borrower shall be the continuing or surviving Person and such transaction would otherwise be permitted by Section 3.04 of this Appendix A; (b) any Restricted Subsidiary may merge with (i) or dissolve or liquidate into the Borrower; , provided that the Borrower shall be the continuing or surviving Person, ; (c) any Restricted Subsidiary of the Borrower may merge with or (ii) dissolve or liquidate into any one or more Restricted Subsidiaries of the Borrower; (d) any Restricted Subsidiary may merge with any other Subsidiaries; Person, provided that (x) when any Wholly-Owned that, if such Restricted Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be not the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in assets of such a transaction is a Wholly-Owned SubsidiaryRestricted Subsidiary consist of Timberlands, then the transferee shall either such Disposition would otherwise be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation3.03 of this Appendix A; (e) any Restricted Subsidiary may dissolvemerge with any other Person, liquidate provided that, if such Restricted Subsidiary is the continuing or wind up its affairs if it owns no material assetssurviving Person, engages in no business and such transaction is otherwise has no activities other than activities related to the maintenance permitted by Section 3.04 of its existence and good standingthis Appendix A; and (f) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that that, if such assets do not constitute all or substantially all consist of the consolidated assets Timberlands, such Disposition would otherwise be permitted by Section 3.03 of the Parent and its Subsidiaries.this Appendix A.

Fundamental Changes. The Parent (a) Intermediate Holdings and the Borrower will not, and will 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, consummate a Division as the Dividing Person, or otherwise Dispose of all or substantially all 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 (i) any Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving company, (ii) any Restricted Subsidiary (other than the Borrower) or other Person may merge into any Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and if a party to such transaction is a Loan Party, the resulting entity shall also be a Loan Party), (iii) any Restricted Subsidiary may Dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or, 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 6.04(j) and (v) any Restricted 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; provided that any such merger or Division involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or Division shall not be permitted unless also permitted by Section 6.05; provided further that, notwithstanding anything to the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a Restricted Subsidiary may not be deemed to be an Immaterial Subsidiary at the time of or in connection with the applicable Division. (b) Intermediate Holdings and the Borrower will not, and will not permit any of its the Restricted Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage to any material extent in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be and its Subsidiaries on the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person date of execution of this Agreement and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;businesses reasonably related thereto. (c) the Parent and The Borrower will not permit its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as fiscal year to end on a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities day other than activities related the last Sunday of each calendar year or change the Borrower’s method of determining its fiscal quarters; provided that upon prior written notice to the maintenance Agent, Intermediate Holdings may, and may allow its Restricted Subsidiaries to, change its fiscal year to match the fiscal year end of its existence and good standing; and (f) MSG or any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesother MSG Company.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary of ESR OP may merge or consolidate with (i) the a Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary Borrower shall be the continuing or surviving Person and (y) when if any Subsidiary of ESR OP is merging with ESR OP, ESR OP shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries of ESR OP (other than a Borrower), provided that is a Credit Party if any Subsidiary Guarantor is merging with another SubsidiarySubsidiary of ESR OP that is not a Subsidiary Guarantor, then such other Subsidiary Guarantor shall be a Credit Partythe continuing or surviving Person; (b) any Subsidiary of ESR OP may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent ESR OP or to another SubsidiarySubsidiary of ESR OP; provided that (xi) if the transferor in such a transaction is a Wholly-Owned SubsidiaryBorrower or a Subsidiary Guarantor, then the transferee shall either must be the Parent a Borrower or another Wholly-Owned a Subsidiary Guarantor and (yii) if the transferor in property subject to such a transaction is a Credit PartyDisposition includes any Collateral, then the transferee then, after giving effect to such Disposition, such property shall be a Credit Partycontinue to constitute Collateral; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary of the Parent may merge, dissolve, liquidate liquidate, consolidate with or wind up its affairs if it owns no material assetsinto an Affiliate thereof, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (upon voluntary liquidation whether now owned or otherwise)hereafter acquired) to or in favor of any Affiliate thereof, provided that in each case, solely for the purpose of reincorporating or reorganizing such assets do not constitute all or substantially all Person in any State of the consolidated assets United States of America or in the Parent and its SubsidiariesDistrict of Columbia; and (d) Dispositions permitted by Section 7.05 (other than Section7.05(c)) shall be permitted.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) the Borrower may merge or consolidate with any Person, provided that the Borrower shall be the continuing or surviving Person and such transaction would otherwise be permitted by Section 7.04; (b) any Restricted Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or ; (iic) any Restricted Subsidiary of the Borrower may merge with any one or more Restricted Subsidiaries of the Borrower; (d) any Restricted Subsidiary may merge with any other Subsidiaries; Person, provided that (x) when any Wholly-Owned that, if such Restricted Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be not the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in assets of such a transaction is a Wholly-Owned SubsidiaryRestricted Subsidiary consist of Timberlands, then the transferee shall either such Disposition would otherwise be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation7.03; (e) any Restricted Subsidiary may dissolvemerge with any other Person, liquidate provided that, if such Restricted Subsidiary is the continuing or wind up its affairs if it owns no material assetssurviving Person, engages in no business and such transaction is otherwise has no activities other than activities related to the maintenance of its existence and good standingpermitted by Section 7.04; and (f) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that that, if such assets do not constitute all or substantially all consist of the consolidated assets of the Parent and its SubsidiariesTimberlands, such Disposition would otherwise be permitted by Section 7.03.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with any other Person, or permit any other Person to merge into another Personor consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with shall have occurred and be continuing (i) the Borrower; provided that any Person may merge into the Borrower shall be in a transaction in which the continuing or Borrower is the surviving Personcorporation, or (ii) any one Person may merge or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging consolidate with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when into any Subsidiary that in a transaction in which the surviving entity is a Credit Party Subsidiary or which is merging with another Subsidiarypermitted as a Disposition under Section 6.04, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation and the Borrower or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all any stock of any of its assets Subsidiaries to the Borrower or to another Subsidiary or in a transaction which is permitted as a Disposition under Section 6.04 and (upon voluntary iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise), provided that such assets do not constitute all or substantially all dissolution is in the best interests of the consolidated assets Borrower and is not materially disadvantageous to the Lenders; PROVIDED that any such merger which is in the nature of a sale of 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 of its Subsidiaries to, change its line of business from the Parent lines of business conducted by the Borrower and its SubsidiariesSubsidiaries on the date of execution of this Agreement (other than businesses incidental or related thereto).

Fundamental Changes. The Parent None of the Loan Parties will, or will not, and will not permit any of its Restricted Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (ai) any Restricted Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person, (ii) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (iiiii) any one or more other Restricted Subsidiaries; , provided that (x) when any Wholly-Owned wholly owned Subsidiary is merging with another Subsidiary, a Wholly-Owned such wholly owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bii) any Subsidiary Loan Party (other than the Company) may Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to the Parent Company or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Loan Party; (ciii) the Parent and any Restricted Subsidiary that is not a Loan Party may Dispose of (whether in one transaction or in a series of transactions) all or substantially all its Subsidiaries may make Dispositions permitted by Section 6.04assets (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to (i) another Restricted Subsidiary that is not a Loan Party or (ii) to a Loan Party; (div) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Restricted Subsidiary may merge, dissolve, liquidate or wind up its affairs if it owns no material assets, engages consolidate with or into another Person (subject to clause (i)) or be subject to a transaction resulting in no business and otherwise has no activities other than activities related to the maintenance Disposition of its existence and good standing; and (fwhether in one transaction or in a series of transactions) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that so long such assets do Disposition is not constitute a Disposition of all or substantially all of the consolidated assets of the Parent Borrower and its Restricted Subsidiaries, taken as a whole) (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to or in favor of any Person in a transaction permitted under Section 7.24; (v) any Loan Party or any of its Restricted Subsidiaries may merge, dissolve, liquidate or consolidate with or into any other Person or permit any other Person to merge, dissolve, liquidate or consolidate with or into it; provided that (i) in the case of a merger, dissolution, liquidation or consolidation to which a wholly owned Subsidiary of the Company is a party, the Person surviving such merger, dissolution, liquidation or consolidation shall be a wholly owned Subsidiary of the Company, (ii) in the case of any merger, dissolution, liquidation or consolidation to which the Company or an Additional Borrower is a party, the Company or such Additional Borrower is the surviving Person, (iii) in the case of any merger, dissolution, liquidation or consolidation to which any Loan Party is a party, a Loan Party is the surviving Person, and (iv) in the case of a merger, dissolution, liquidation or consolidation to which a Restricted Subsidiary is a party, the Person surviving such merger, dissolution, liquidation or consolidation shall be a Restricted Subsidiary; and (vi) any Foreign Restricted Subsidiary with assets of less than $10,000,000 may be dissolved or liquidated.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, Merge or consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Person may merge into the Borrower provided that the Borrower is the surviving entity and the requirements set forth in the definition of Permitted Acquisition (other than clause (a)) with respect to Investments are satisfied; (b) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyPerson; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or to another Subsidiary; provided that if the seller in such a transaction is a Wholly-Owned Subsidiary, then the purchaser must also be the Borrower or a Wholly-Owned Subsidiary; (d) any Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any Subsidiary provided that such assets do not constitute all or substantially all Subsidiary is the surviving entity and the requirements set forth in the definition of Permitted Acquisition with respect to Investments are satisfied; and (e) the consolidated assets of the Parent Borrower and its Subsidiarieseach Subsidiary may make Dispositions permitted by Section 7.07.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of 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; provided, 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) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any party to such merger is a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the surviving Person, (iii) any Subsidiary may merge into the Borrower if Borrower is the surviving Person, and (iv) any Subsidiary (other than a Wholly Owned 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; provided, that any such merger involving a Person that is not a Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. (b) The Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage to any material extent in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will Borrower shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except to the extent that, so long as no after giving effect to such transaction, a Default exists or would result therefrom:‌therefrom or, after giving pro forma effect to such transaction, the Borrower shall not be in compliance with the covenants in Section 7.07; and provided that the Borrower shall be the survivor of any merger involving the Borrower; and provided further that (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollywholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party;Person; and (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), ) to the Borrower or to another Subsidiary; provided that if the transferor in such assets do not constitute all a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or substantially all of the consolidated assets of the Parent and its Subsidiariesa wholly-owned Subsidiary.

Fundamental Changes. The Parent will Top Borrower shall not, and will shall cause each Restricted Subsidiary not permit any of its Subsidiaries to, directly or indirectly, merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or purchase or otherwise acquire all or substantially all of the stock or assets of any Person (or of any division thereof), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Top Borrower; provided that the Top Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary that, if a Guarantor is merging merging, amalgamating or consolidating with another SubsidiaryRestricted Subsidiary that is not a Guarantor, a Wholly-Owned Subsidiary such Guarantor shall be the continuing or surviving Person or such surviving Person shall execute and (y) when any Subsidiary that is deliver a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyGuaranty; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Top Borrower or to another Restricted Subsidiary; provided that (x) that, if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Top Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) the Parent and its Subsidiaries Top Borrower or any Restricted Subsidiary may make Dispositions a Disposition to the extent permitted by Section 6.047.05 or an Investment permitted by Section 7.02 (other than Section 7.02(r)); (d) the Top Borrower or any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Restricted Subsidiary may dissolve, liquidate purchase or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute acquire all or substantially all of the consolidated stock or assets of any Person (or of any division thereof), including by way of merger or amalgamation, so long as both before and after giving pro forma effect to any such purchase or acquisition (i) no Event of Default shall then exist and (ii) the Parent and its SubsidiariesTop Borrower would have been in compliance with Section 7.10 on a Pro Forma Basis on the last day of the Test Period most recently ended if such acquisition had been made on such date (regardless of whether any Covenant Facility is then outstanding); and (e) transactions set forth on Schedule 7.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary may merge with any Person (other than the Parent and its Subsidiaries may make Dispositions Borrower or a Subsidiary) in a transaction permitted by Section 6.047.02(d); provided that (i) the Subsidiary shall be the continuing or surviving Person and (ii) immediately before and after such merger there shall not exist any Default or Event of Default; (d) the Borrower and any Investment Subsidiary may liquidate or dissolve (i) Immaterial Subsidiaries and (ii) Persons whose assets are sold in a Disposition permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation7.04; (e) the Borrower and any Subsidiary may dissolve, liquidate conduct any such transactions which may be necessary or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities advisable to complete the Separation Transactions; (f) the Borrower may merge with any Person (other than activities related to a Subsidiary) in a transaction permitted by Section 7.02(d); provided that (i) the maintenance Borrower shall be the continuing or surviving Person and (ii) immediately before and after such merger there shall not exist any Default or Event of its existence and good standingDefault; and (fg) the Borrower and any Subsidiary may Dispose make dispositions of all or substantially all of its the assets (upon voluntary liquidation or otherwise), provided of a Subsidiary that such assets do not constitute all or substantially all of the consolidated assets of the Parent Borrower and its SubsidiariesSubsidiaries taken as a whole in a transaction permitted by Section 7.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) the Borrower and Subsidiaries of Borrower may merge or consolidate with any Person as necessary to consummate Acquisitions permitted hereunder; provided that if Borrower is party to transaction, Borrower shall be the surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Guarantor; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose Dispositions of all or substantially all of its the assets of any Subsidiary (upon voluntary liquidation or otherwise), other than a Guarantor) not otherwise permitted under this Section 7.04 shall be permitted; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the combined book value of all property and assets do Disposed of in reliance of this clause (d) (combined with any Dispositions made pursuant to clause (j) of Section 7.05) while this Agreement is in effect shall not constitute all or substantially all of exceed $300,000,000 in the consolidated assets of aggregate, and (iii) after giving effect to such Disposition, the Parent and its Subsidiaries.Borrower is in compliance, on a projected pro forma basis, with Section 7.11 for the subsequent four fiscal quarters;

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into into, another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the a Borrower; , provided that the a Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to a Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must also be a wholly-owned Subsidiary, and, provided further that if the transferor of such assets do is a Guarantor, the transferee thereof must either be a Borrower or a Guarantor; and (c) a Borrower may acquire another Person or merge or consolidate with or into, another Person, provided (i) Borrower is the surviving entity, (ii) the net cost to Borrower (including cash and non-cash consideration in connection with any such acquisition) does not constitute exceed Ten Million Dollars ($10,000,000) in a single transaction and the aggregate of such transactions in any fiscal year does not exceed Twenty Five Million Dollars ($25,000,000), (iii) Borrower shall have furnished financial projections in form and content reasonably acceptable to Agent which give effect to such acquisition and which project that such acquisition would not cause a Default or Event of Default, (iv) all legal matters incident to the acquisition shall be acceptable to Agent in its reasonable discretion, and (v) Agent shall have been given no less than thirty (30) days prior written notice of any proposed acquisition and shall have been provided with all information which it may have reasonably requested in connection with such proposed acquisition. In addition to the foregoing, for any acquisition which would have a net cost to Borrower (including cash and non-cash consideration in connection with any such acquisition) exceeding Five Million Dollars ($5,000,000) in a single transaction, Borrower shall have furnished financial projections in form and content reasonably acceptable to Agent which give effect to such acquisition and which project that such acquisition would not cause a Default or substantially Event of Default and Agent shall have been given no less than thirty (30) days prior written notice of any proposed acquisition and shall have been provided with all of the consolidated assets of the Parent and its Subsidiariesinformation which it may have reasonably requested in connection with such proposed acquisition.

Fundamental Changes. The Parent (a) Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose 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 transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists shall have occurred and be continuing (i) any Person may merge into the Company or would result therefrom:‌ the Borrower in a transaction in which the Company or the Borrower, as applicable, is the surviving corporation, (aii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if one of the parties to such merger is a Subsidiary Guarantor, the Subsidiary Guarantor shall be the surviving entity, (iii) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing sell, transfer, lease or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all otherwise dispose of its assets (upon voluntary liquidation or otherwiseA) to the Parent Borrower or to another Subsidiary; provided that (x) if one of the transferor in parties to such a transaction is a Wholly-Owned SubsidiarySubsidiary Guarantor, then either (1) the Subsidiary Guarantor shall be the transferee shall either be or (2) the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 6.9 or (dB) any Investment in a transaction permitted by Section 6.06 6.9, (iv) the Borrower may be structured as sell the Equity Interests in a merger, consolidation or amalgamation; Subsidiary in a transaction permitted by Section 6.9 and (ev) any Subsidiary which is not a Subsidiary Guarantor may dissolve, liquidate or wind up dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower. (b) Each of the Company and the Borrower will not, and will not permit any of its affairs if it owns no Subsidiaries to, engage to any material assets, engages extent in no any business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all businesses of the consolidated assets type conducted by the Company, the Borrower and their Subsidiaries, taken as a whole, on the date of the Parent execution of this Agreement and its Subsidiariesbusinesses reasonably related thereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all a Material Portion of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party;Person; and (b) any Subsidiary may Dispose of all or substantially all a Material Portion of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or a wholly-owned Subsidiary; (c) the Borrower or any of its Subsidiaries may consolidate or merge with another Wholly-Owned corporation or entity, and a Person may consolidate with or merge into the Borrower or any of its Subsidiaries, provided that (x) if the merger involves a Subsidiary but does not involve the Borrower, a Subsidiary shall be the ultimate surviving entity, and (y) if the transferor merger involves the Borrower, the Borrower shall be the ultimate surviving entity, and (z) in each such case (i) the surviving entity shall be after the merger a solvent corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Borrower or a Subsidiary as a result of such transaction as having been incurred by the Borrower or such Subsidiary at the time of such transaction, no Event of Default or Default shall have happened and be continuing, and (iii) if the merger or consolidation involves the Borrower, the Borrower has delivered to the Administrative Agent a certificate signed by a Responsible Officer and an opinion of counsel, each stating that such consolidation or merger complies with this Section 7.03 and such certificate shall additionally state that, in the opinion of the board of directors of the Borrower, the transaction is a Credit Party, then in the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all interest of the consolidated Borrower; provided, however, that the Borrower shall not convey or transfer any assets to a Subsidiary solely for the purpose of improving the Parent and its Subsidiariescredit position of such Subsidiary in order to enable it to borrow money.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, recapitalize (including by way of an LLC Division), consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary the Borrower shall be the continuing or surviving Person and (y) when such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any Subsidiary that is a Credit Party is merging with another Subsidiarystate thereof or the District of Columbia, then such or (ii) any one or more other Subsidiary shall be a Credit PartyRestricted Subsidiaries; (b) any Restricted Subsidiary may liquidate or dissolve or change its legal form (provided that (A) such transaction shall not reduce the Borrower’s direct or indirect share of the aggregate ordinary voting power and aggregate equity value in such Restricted Subsidiary, (B) the Borrower or Restricted Subsidiary shall comply with its obligations under Sections 6.11 and 6.13 in connection with such transaction and (C) such transaction shall have been undertaken for a valid purpose (which includes the reduction of taxes for direct or indirect owners of Equity Interests in the Borrower) and shall not be disadvantageous to the Lenders in any manner); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Restricted Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted by pursuant to Section 6.06 may 7.02; provided that the continuing or surviving Person shall be structured as a mergerRestricted Subsidiary, consolidation or amalgamationwhich together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11; (e) any Subsidiary the Borrower and the Restricted Subsidiaries may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to consummate the maintenance of its existence and good standingRestructuring Transactions; and (f) any Subsidiary may Dispose so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all which is to effect a Disposition permitted pursuant to Section 7.05; provided that in the case of its assets clauses (upon voluntary liquidation or otherwisea), provided that such assets do not constitute all or substantially all (b) and (c) above, (x) the security interest of the consolidated assets Administrative Agent in the property of such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) shall be no less favorable than the security interest of the Parent Administrative Agent in the property of the Borrower or Subsidiary prior to such merger or consolidation (or change in corporate form) and its Subsidiaries(y) except in the case of clause (a)(i) above, the Guarantee by such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) of the Obligations shall be no less favorable to the Lenders than the Guarantees of the Obligations of the Subsidiary prior to such merger or consolidation (or change in corporate form), in each case, as reasonably determined by the Administrative Agent.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose 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 transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as that (x) the Borrower or any Subsidiary may enter into transactions permitted by Section 7.05 and (y) if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌shall have occurred and be continuing: (a) any Subsidiary of the Borrower may merge be merged or consolidated with or into: (i) the Borrower; provided that Borrower if the Borrower shall be the continuing or surviving Personcorporation, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary of the Borrower that is merging with another not a Foreign Subsidiary (so long as such Wholly-Owned Subsidiary is the continuing or surviving corporation), (iii) if such Subsidiary is a Foreign Subsidiary, any Wholly-Owned Subsidiary of the Borrower that is a Foreign Subsidiary (so long as such Wholly-Owned Subsidiary is the continuing or surviving corporation) or (iv) if such Subsidiary is not a Foreign Subsidiary, any Foreign Subsidiary (provided that, if such Foreign Subsidiary is the continuing or surviving corporation, such Foreign Subsidiary shall subsequently be merged or consolidated with or into a Wholly-Owned Subsidiary of the Borrower that is not a Foreign Subsidiary and such Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partycorporation); (b) the Borrower or any such Subsidiary may Dispose convey, sell, lease, transfer or otherwise dispose of all any or substantially all of its assets Property (upon voluntary liquidation or otherwise) to either (A) in compliance with the Parent provisions of Section 7.04(i), (ii) or to another Subsidiary; provided that (xiv) if or (B) in the transferor in case of any such a transaction is a Wholly-Owned Subsidiary, then to (i) the transferee shall either be the Parent or another Borrower, (ii) subject to clause (iii), any Wholly-Owned Subsidiary and of the Borrower that is not a Foreign Subsidiary (yunless any such conveyance, sale, lease, transfer or other disposition constitutes an Investment in a Foreign Subsidiary that is permitted pursuant to Section 7.06) or (iii) if the transferor in such a transaction Subsidiary is a Credit PartyForeign Subsidiary, then any Wholly-Owned Subsidiary of the transferee shall be Borrower that is a Credit PartyForeign Subsidiary (including a conveyance, sale, lease, transfer or other disposition of such Property from a Foreign Subsidiary temporarily to a Subsidiary that is not a Foreign Subsidiary with a subsequent conveyance, sale, lease, transfer or other disposition of substantially the same property to another Foreign Subsidiary); (c) the Parent and its Subsidiaries Borrower or any Subsidiary of the Borrower may make Dispositions permitted by Section 6.04;merge or consolidate with any other Person if, in the case of a merger or consolidation of the Borrower, the Borrower is the surviving corporation, and, in any other case, the surviving corporation is a Wholly-Owned Subsidiary of the Borrower that is not a Foreign Subsidiary or, if such merging or consolidating Subsidiary is a Foreign Subsidiary, any Wholly-Owned Subsidiary of the Borrower that is a Foreign Subsidiary; and (d) any Investment permitted by Section 6.06 may be structured as the Borrower may, for the purpose of transferring its jurisdiction of incorporation from Delaware to another state of incorporation, merge with and into a merger, consolidation or amalgamation; (eWholly-Owned Subsidiary in a transaction constituting a tax-free reorganization under 368(a)(1)(F) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.Code, so long as:

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidateMerge, consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of (i) SXL Operations or any Subsidiary (other than the Borrower and its Subsidiaries) determined based upon the assets of SXL Operations and its Subsidiaries on a consolidated basis, or (ii) the Borrower or any Subsidiary of the Borrower determined based upon the assets of the Borrower and its Subsidiaries on a consolidated basis, whether now owned or hereafter acquired) , to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) mergers and consolidations among SXL Operations and its Subsidiaries are permitted, provided that in any Subsidiary may merge with merger or consolidation involving (i) the Borrower; provided that , the Borrower shall be is the continuing or surviving Personentity, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary SXL Operations, SXL Operations is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyentity; (b) mergers and consolidations with another Person, provided that in any merger or consolidation involving (i) the Borrower, the Borrower is the surviving entity, (ii) SXL Operations, SXL Operations is the surviving entity, or (iii) any Subsidiary, (A) such Subsidiary is the surviving entity, or (B) such Person, upon completion of the merger or consolidation, will be a Subsidiary; and (c) any Subsidiary (other than the Borrower) may Dispose of sell or otherwise transfer all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) ), to the Parent Borrower, SXL Operations or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either must also be the Parent or another a Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesSubsidiary.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Restricted Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person shall be a wholly-owned Restricted Subsidiary and (y) provided further that when any Subsidiary that is a Credit Party Guarantor is merging with another Restricted Subsidiary, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary owned Restricted Subsidiary; and (y) provided further that if the transferor in such a transaction is a Credit PartyGuarantor, then the transferee shall must either be the Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.04;7.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; and (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve; provided that if the Borrower is a party thereto, liquidate the Borrower shall be the continuing or wind up its affairs if it owns no material assets, engages in no business surviving Person; and otherwise has no activities other than activities related provided further that the continuing or surviving Person shall be the Borrower or a Guarantor to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesextent required by Section 6.12.

Fundamental Changes. The Parent will not, and will not permit Neither the Borrower nor any of its the Subsidiaries to, shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the BorrowerBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Borrower shall be the continuing or surviving PersonPerson and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging with another a Subsidiary, a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person Person; (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form (x) if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders and (y) when to the extent such Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than 7.02(e)) or 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Credit Party Guarantor will remain a Guarantor unless such Guarantor is merging with another Subsidiary, then such other Subsidiary shall be otherwise permitted to cease being a Credit PartyGuarantor hereunder); (bc) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then (i) the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall must be a Credit Party; Guarantor or the Borrower or (cii) to the Parent extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary that is not a Loan Party in accordance with Sections 7.02 and its Subsidiaries may make Dispositions permitted by Section 6.04;7.03, respectively; and (d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any Investment permitted other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by Section 6.06 may or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be structured as an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a mergerparty pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or amalgamation;any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; and (e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Subsidiary may dissolvemerge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Subsidiary or the Borrower, liquidate or wind up which together with each of its affairs if it owns no material assetsSubsidiaries, engages in no business and otherwise has no activities other than activities related shall have complied with the requirements of Section 6.11 to the maintenance of its existence extent required pursuant to the Collateral and good standingGuarantee Requirement; and (f) any Subsidiary may Dispose so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , 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) when any Subsidiary that is a Credit Party Guarantor is merging with another Subsidiarya Subsidiary that is not a Guarantor, then the continuing or surviving Person shall either be the Guarantor (other than a Specified Loan Party) or such other Subsidiary Person shall be a Credit PartySubsidiary that is not an Exempt Entity and such Person (and, if applicable, its Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiarySubsidiary that is a Guarantor, then the transferee shall either must be the Parent or Borrower, another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction that is a Credit Guarantor (other than a Specified Loan Party), then or a Subsidiary that is not an Exempt Entity and such Person (and, if applicable, its Subsidiaries) shall have immediately complied with the transferee shall be a Credit Partyprovisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such Disposition; (c) the Parent Borrower and Subsidiaries may enter into such mergers, consolidations, amalgamations and similar transactions as are reasonably necessary to consummate a purchase or other acquisition permitted by, and made in accordance with the terms of, Section 7.02(g); provided that if in any such transaction a Guarantor will be merged with or into any other Person, such Person shall be a Subsidiary that is not an Exempt Entity and such Person (and, if applicable, its Subsidiaries) shall have immediately complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction; and (d) the Borrower and Subsidiaries may make Dispositions permitted by Section 6.04; 7.05 (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseSection 7.05(e), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:‌therefrom: (a) any Subsidiary which is not an Obligor may merge with (i) the Borrower; an Obligor, provided that the Borrower Obligor shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; Subsidiaries which are not Obligors, provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollywholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary which is an Obligor may Dispose of all merge into any Subsidiary which is an Obligor or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; into a Borrower, provided that (x) if the transferor in any merger involving a Borrower, such a transaction is a Wholly-Owned Subsidiary, then the transferee Borrower shall either be the Parent continuing or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partysurviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of an Obligor may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Parent Person surviving such merger shall be a wholly-owned Subsidiary of an Obligor and its Subsidiaries may make Dispositions permitted by Section 6.04;(ii) in the case of any such merger to which any Obligor is a party, such Obligor is the surviving Person; and (d) any Investment permitted by Section 6.06 Foreign Subsidiary that is not an Obligor may be structured as a merger, consolidation or amalgamation; (e) merge into any Foreign Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do is not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesan Obligor.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, the Guarantor or a Wholly-Owned Subsidiary Person who becomes a Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) the Parent any non-Loan Party Subsidiary may merge with any other non-Loan Party Subsidiary and its Subsidiaries any Foreign Subsidiary may make Dispositions permitted by Section 6.04merge with any other Foreign Subsidiary; (d) any Investment Subsidiary may be merged, consolidated with or otherwise disposed of pursuant to a Disposition permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation6.05; (e) any Immaterial Subsidiary may dissolve, liquidate be dissolved or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingliquidated; and (f) any Subsidiary may Dispose of all merge or substantially all of its assets (upon voluntary liquidation or otherwise), consolidate with any Person pursuant to a Permitted Acquisition; provided that (i) the Person surviving such assets do not constitute all or substantially all merger shall be a wholly-owned Subsidiary of the consolidated assets Borrower and (ii) in the case of any such merger or consolidation involving a Guarantor, the Parent and its SubsidiariesPerson surviving such merger or consolidation shall be or become a Guarantor.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another SubsidiarySubsidiary that is not also a Guarantor, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Parent Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be (other than with respect to directors’ qualifying shares of Foreign Subsidiaries held pursuant to a requirement of applicable Law) a wholly-owned Subsidiary of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04;(ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be a Loan Party; and (d) any Investment Disposition permitted by under Section 6.06 may be structured as a merger, consolidation or amalgamation; 7.05 (other than subsection (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (fthereof) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesis permitted under this Section 7.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, take any action for its registration by way of continuation under the laws of a jurisdiction outside of its Original Jurisdiction or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary (other than the Borrower) may merge with (i) the Borrower; provided that that, the Borrower shall be the continuing or surviving Person and (ii) any Subsidiary (other than the Borrower); provided that, (A) when any Restricted Subsidiary is merging with another Subsidiary, a Restricted Subsidiary shall be the continuing or surviving Person, (B) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Guarantor and (C) if as a result thereof, either the Parent Guarantor or the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 6.05 (and must be permitted by any clause thereof other than Section 6.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition (i) of any Immaterial Subsidiary or (ii) the purpose of which is to effect a Disposition permitted pursuant to Section 6.05 (other than Section 6.05(g)) (c) the Parent Guarantor, the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 6.02; provided that, (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person, or ; (ii) in any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiarysuch transaction involving the Parent Guarantor, a Wholly-Owned Subsidiary the Parent Guarantor shall be the continuing or surviving Person person; and (yiii) when in any Subsidiary that is such transaction involving a Credit Party is merging with another SubsidiaryGuarantor, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (bd) any Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Parent Borrower or to another a Guarantor; or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (xA) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned owned Restricted Subsidiary and (yB) if to the transferor in such a transaction is a Credit Party, then extent that the transferee is not the Borrower or a wholly-owned Restricted Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 6.05 and shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted under this Section 6.04 so long as it is permitted by any clause of Section 6.04; (d) any Investment permitted by 6.05 other than Section 6.06 may be structured as a merger, consolidation or amalgamation;6.05(g); and (e) any Subsidiary (other than the Borrower) may dissolve, liquidate or wind up its affairs dissolve or change in legal form if it owns no material assets, engages the Borrower determines in no business good faith that such liquidation or dissolution or change in legal form is in the best interests of the Borrower and otherwise has no activities other than activities related is not materially disadvantageous to the maintenance Lenders (it being understood that in the case of its existence any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor). Notwithstanding anything to the contrary herein, the Parent Guarantor and good standing; and the Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease, convey, assign, transfer or otherwise dispose (fincluding pursuant to an exclusive license) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided intellectual property that such assets do not constitute all or substantially all is material to the operation of the consolidated assets business of the Parent Guarantor, the Borrower and its the Restricted Subsidiaries, taken as a whole, to any Affiliate of the Borrower who is not a Loan Party (including any Unrestricted Subsidiary), other than (in each case, to the extent otherwise permitted pursuant to this Section 6.04) (x) licenses, sublicenses or cross-licenses of intellectual property in the ordinary course of business and which do not materially interfere with the business of the Parent Guarantor, the Borrower and the Restricted Subsidiaries, taken as a whole and (y) any such disposition from a Restricted Subsidiary that is not a Loan Party to a Restricted Subsidiary that is not a Loan Party.

Fundamental Changes. (a) Except as permitted in Section 7.5, the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate 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 its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, however, 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) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or CHAR1\935816v6 otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (iv) any Subsidiary may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower 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; provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.3. (b) The Parent Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary owned Subsidiary, and (y) if the transferor in such a transaction is a Credit PartyGuarantor, then the transferee shall must either be a Credit Partythe Borrower or another Guarantor; (c) the Parent Borrower or any Subsidiary may Dispose of any Equity Interests to another Subsidiary or to the Borrower; provided, that (x) if the transferor in such transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary, and its Subsidiaries may make Dispositions permitted by Section 6.04(y) if the transferor in such transaction is a Guarantor, then the transferee must either be the Borrower or another Guarantor; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolvemerge with, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets to, another Person in order to consummate a Disposition permitted by Section 7.05(g); (upon voluntary liquidation e) the Borrower or otherwise)any Subsidiary may engage in Permitted Acquisitions pursuant to and in accordance with the terms of this Agreement; and (i) any Person may merge into or consolidate with the Borrower or any Subsidiary and (ii) any Subsidiary may merge into or consolidate with another Person, provided that in each case, in connection with a Permitted Acquisition so long as, (x) in the case of any merger involving the Borrower or a Guarantor, the Borrower or such assets do not constitute all Guarantor, as applicable, is the surviving entity or substantially all (y) in the case of any merger involving a Subsidiary where the consolidated assets of other Person is the Parent and its Subsidiariessurviving entity, such Person becomes a Guarantor in accordance with Section 6.12.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, the Subsidiary continuing or surviving shall be a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseotherwise (and in conjunction with any Disposition may dissolve or liquidate)) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets to any Person (upon voluntary liquidation including pursuant to a Sale and Lease-Back Transaction permitted by Section 7.05); provided such Subsidiary receives consideration equal the fair market value of the assets so Disposed of (as reasonably determined by the Borrower); and (d) any Person may (i) merge with the Borrower so long as the Borrower is the surviving corporation or otherwise(ii) merge with any Subsidiary, so long as in either case of clause (i) or (ii), provided that the Debt Rating after giving effect to such assets do not constitute all or substantially all of the consolidated assets of the Parent merger is reaffirmed as no lower than BBB- (stable) by S&P and its Subsidiariesno lower than Baa3 (stable) by Xxxxx’x.

Fundamental Changes. The Parent will not, and will not permit Neither the Borrower nor any of its Restricted Subsidiaries to, shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge or consolidate with (i) the BorrowerBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided provided, that the Borrower shall be the continuing or surviving Person, ; or (ii) any one or more other Restricted Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging with another Subsidiarya Restricted Subsidiary under this clause (a)(ii), a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person and Person; (yi) when any Subsidiary that is not a Credit Loan Party is merging may merge or consolidate with another Subsidiary, then such or into any other Subsidiary shall be that is not a Credit Loan Party; and (ii) any Subsidiary may liquidate or dissolve into its parent if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders; (bc) the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another any Restricted Subsidiary; provided provided, that (x) if the transferor in such a transaction is the Borrower or a Wholly-Owned SubsidiaryGuarantor, then the transferee shall either must be the Parent or another Wholly-Owned Subsidiary and (y) if Borrower a Guarantor and; provided, further, that at the transferor in Borrower shall remain after such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;transaction; and (d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any Investment permitted other Person that is not a Restricted Subsidiary; provided, that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by Section 6.06 may or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not the Borrower, (A) the Successor Company shall be structured an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the 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 reasonably satisfactory to the Administrative Agent, (C) in the case of a Successor Company for the Borrower, each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee of the Guaranteed Obligations and its pledges and other obligations under the Collateral Documents to which it is a party shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents to which such Guarantor is a party, and (D) the Borrower shall have delivered to the Administrative Agent (i) an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as a mergerreasonably requested by the Administrative Agent; provided, consolidation or amalgamationfurther, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, a Guarantor may merge or consolidate with any other Person that is not a Restricted Subsidiary; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Guarantor under this Agreement; (f) so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may dissolve, liquidate merge or wind up its affairs if it owns no material assets, engages consolidate with any other Person in no business and otherwise has no activities other than activities related order to the maintenance of its existence and good standingeffect an Investment permitted pursuant to Section 7.06; and (fg) so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may Dispose consummate a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 7.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into into, another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, : (a) so long as no Default or Event of Default exists or would result therefrom:‌ (a) therefrom: any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and Person, (y) when any Subsidiary that is a Credit Loan Party is merging with another Subsidiary, then such other Subsidiary a Loan Party shall be a Credit Partythe continuing or surviving Person, and (z) any Excluded Subsidiary may merge with any other Excluded Subsidiary or Person that, after such merger, will be an Excluded Subsidiary; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiaryany Loan Party; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary (other than in the case of any Excluded Subsidiary), then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall must also be a Credit Party;wholly-owned Subsidiary; and (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Borrower or amalgamation; (e) any Subsidiary may dissolvemerge with any Person in order to consummate any Acquisition or other Investment permitted hereby; provided (i) in the case of any merger involving the Borrower, liquidate the Borrower shall be the surviving Person and (ii) in any other case, a wholly-owned Subsidiary or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to an Excluded Subsidiary shall be the maintenance surviving Person of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesmerger.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any WhollyGuarantor is merging, amalgamating or consolidating with another Subsidiary, the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (y) when any wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is (i) a WhollyGuarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (ii) a wholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary that is not a Loan Party may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties, provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger, provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages merge with any other Person in no business order to effect an Investment expressly permitted pursuant to Sections 7.02(f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any WhollyGuarantor is merging, amalgamating or consolidating with another Subsidiary, the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (y) when any wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is (i) a WhollyGuarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (ii) a wholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary that is not a Loan Party may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties, provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger, provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages merge with any other Person in no business order to effect an Investment expressly permitted pursuant to Sections 7.02(e) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(f); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. The Parent (a) Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose 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 transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists shall have occurred and be continuing (i) any Person may merge into the Company or would result therefrom:‌ the Borrower in a transaction in which the Company or the Borrower, as applicable, is the surviving corporation, (aii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if one of the parties to such merger is a Subsidiary Guarantor or a Qualified Subsidiary, the Subsidiary Guarantor or Qualified Subsidiary shall be the surviving entity, (iii) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing sell, transfer, lease or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all otherwise dispose of its assets (upon voluntary liquidation or otherwiseA) to the Parent Borrower or to another Subsidiary; provided that (x) if one of the transferor in parties to such a transaction is a Wholly-Owned Subsidiary Guarantor or a Qualified Subsidiary, then either (1) the Subsidiary Guarantor or Qualified Subsidiary shall be the transferee shall either be or (2) the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 10.9 or (dB) any Investment in a transaction permitted by Section 6.06 10.9, (iv) the Borrower may be structured as sell the Equity Interests in a mergerSubsidiary in a transaction permitted by Section 10.9, consolidation or amalgamation; and (ev) any Subsidiary which is not a Subsidiary Guarantor or a Qualified Subsidiary may dissolve, liquidate or wind up dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower. (b) Each of the Company and the Borrower will not, and will not permit any of its affairs if it owns no Subsidiaries to, engage to any material assets, engages extent in no any business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all businesses of the consolidated assets type conducted by the Company, the Borrower and their Subsidiaries, taken as a whole, on the date of the Parent execution of this Agreement and its Subsidiariesbusinesses reasonably related thereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or divide into two or more Persons pursuant to a plan of division, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, Person or (ii) the Parent or any one or more other Restricted Subsidiaries; provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with the Parent or another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) shall be the Parent or a wholly-owned Restricted Subsidiary; provided, further, that when any Subsidiary that is a Credit Loan Party is merging with another Subsidiarya Restricted Subsidiary that is not a Loan Party, then such other Subsidiary the continuing or surviving Person shall be a Credit Loan Party; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Restricted Subsidiary; provided, further, that if the transferor in such a transaction is a Credit Loan Party, then the transferee shall must either be a Credit the Borrower or another Loan Party; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.047.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation; provided that if the Parent or the Borrower is a party thereto, the Parent or the Borrower (as applicable) shall be the continuing or surviving Person; provided, further, that the continuing or surviving Person shall be the Borrower or a Guarantor to the extent required by Section 6.12; (e) any existing wholly-owned Restricted Subsidiary may dissolvedivide into two or more new wholly-owned Restricted Subsidiaries; provided that if such existing Restricted Subsidiary is a Loan Party, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingeach new Restricted Subsidiary shall also be an Loan Party immediately following such division; and (f) the Parent may merge with a wholly-owned Subsidiary of the Public Parent or any Subsidiary may Dispose Intermediate Parent, change its name, or convert its type of all or substantially all of its assets (upon voluntary liquidation or otherwise), organization in connection with tax planning activities; provided that the continuing or surviving Person of such assets do not constitute all or substantially all merger is a direct wholly-owned Subsidiary of the consolidated assets of the Public Parent and its Subsidiariesor any Intermediate Parent.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Restricted Subsidiaries; provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) shall be a wholly-owned Restricted Subsidiary; provided, further, that when any Subsidiary that is a Credit Party Guarantor is merging with another Restricted Subsidiary, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Restricted Subsidiary; provided, further, that if the transferor in such a transaction is a Credit PartyGuarantor, then the transferee shall must either be the Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.04;7.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; and (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve; provided that if the Borrower is a party thereto, liquidate the Borrower shall be the continuing or wind up its affairs if it owns no material assetssurviving Person; provided, engages in no business and otherwise has no activities other than activities related further, that the continuing or surviving Person shall be the Borrower or a Guarantor to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesextent required by Section 6.12.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (except as permitted under Section 7.05), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with another Restricted Subsidiary, a Whollysuch wholly-Owned owned Restricted Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Loan Party; (c) any Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04nature of a liquidation) to (i) another Restricted Subsidiary or (ii) to a Loan Party; (d) in connection with any Investment acquisition permitted by under Section 6.06 7.03, any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be structured as a mergerwholly-owned Restricted Subsidiary of the Borrower (if a party to such merger was a wholly-owned Restricted Subsidiary) and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, consolidation or amalgamation;such Loan Party is the surviving Person; and (e) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any Subsidiary of its Restricted Subsidiaries may dissolvemerge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, liquidate or wind up its affairs if it owns no material assetshowever, engages that in no business and otherwise has no activities 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, (ii) in the case of any such merger to which any Loan Party (other than activities related to the maintenance Borrower) is a party, such Loan Party is the surviving corporation and (iii) in the case of its existence and good standing; and (f) any wholly-owned Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)merging with a Person that is not a wholly-owned Restricted Subsidiary, provided that such assets do not constitute all or substantially all of the consolidated assets of wholly-owned Restricted Subsidiary shall be the Parent and its Subsidiariessurviving Person.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , 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) when any Subsidiary that is a Credit Party Guarantor is merging with another Subsidiarya Subsidiary that is not a Guarantor, then the continuing or surviving Person shall either be the Guarantor or such other Subsidiary Person shall be a Credit PartyMaterial Subsidiary and such Person (and, if applicable, its Domestic Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiarySubsidiary that is a Guarantor, then either (i) such Disposition must constitute an Investment permitted by Section 7.02(d)(iv) or (ii) the transferee shall either must be the Parent Borrower, another Subsidiary that is a Guarantor, or another Wholly-Owned a Material Subsidiary and such Person (yand, if applicable, its Domestic Subsidiaries) if shall have complied with the transferor in provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such a transaction is a Credit Party, then the transferee shall be a Credit Party;Disposition; and (c) the Parent Borrower and its Subsidiaries may make Dispositions enter into such mergers, consolidations, amalgamations and similar transactions as are reasonably necessary to consummate a purchase or other acquisition permitted by by, and made in accordance with the terms of, Section 6.04; 7.02(g); provided that if in any such transaction a Guarantor will be merged with or into any other Person, such Person shall be a Material Subsidiary and such Person (dand, if applicable, its Domestic Subsidiaries) any Investment permitted by shall have complied with the provisions of Section 6.06 may be structured as a merger, consolidation or amalgamation; 6.13 (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related without regard to the maintenance time limits otherwise set forth therein) prior to or at the time of its existence and good standing; and (f) any Subsidiary may Dispose consummation of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariestransaction.

Fundamental Changes. The Parent will notEnter into any merger, and will not permit any of its Subsidiaries toconsolidation or amalgamation, merge, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) of, all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom:‌except: (a) that any Restricted Subsidiary of the Borrower may merge with be merged, consolidated or liquidated (i) the Borrower; provided that with or into the Borrower shall be if the Borrower is the continuing or surviving Personcorporation, or (ii) with or into any one or more other Subsidiaries; provided that (x) when any Wholly-Wholly Owned Subsidiary is merging with another Subsidiary, a Wholly-Guarantor if the Wholly Owned Subsidiary shall be Guarantor is the continuing or surviving Person corporation or (iii) subject to Section 8.7(j), with or into any Foreign Subsidiary; and (y) when any Foreign Subsidiary that is a Credit Party is merging may be merged or consolidated with another or into any other Foreign Subsidiary, then such other Subsidiary shall be a Credit Party; (b) that any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, winding up, dissolution or otherwise) as permitted by Section 8.5 (other than Section 8.5(c)), or to the Borrower or any Wholly Owned Subsidiary Guarantor or, subject to Section 8.7(j), any Foreign Subsidiary; and any Foreign Subsidiary may Dispose of all any or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another any other Foreign Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) any Restricted Subsidiary may merge into or consolidate with any Person in order to consummate a Disposition made in compliance with Section 8.5 (other than Section 8.5(c)) in which the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04surviving entity is not a Subsidiary; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; provided, further, that, if it owns the other party is not a Loan Party, no material assets, engages in no business and otherwise has no activities other than activities related Default exists after giving effect to the maintenance of its existence and good standingsuch transaction; and (fe) pursuant to any merger between the Borrower or a Subsidiary Guarantor and any other Person; provided, that the Borrower or such Subsidiary Guarantor, as the case may Dispose be, is the surviving entity of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that any such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesmerger.

Fundamental Changes. (a) Holdings and the Issuer will not, and will not permit any of their respective Subsidiaries to, merge into or consolidate 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 its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided 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) the Issuer or any Subsidiary may merge with a Person if the Issuer (or such Subsidiary if the Issuer is not a party to such merger) is the surviving Person; provided that a Subsidiary Note Party shall be the surviving Person in a merger between a Subsidiary Note Party and a Subsidiary that is not a Subsidiary Note Party, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Note Party, the Subsidiary Note Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease, dissolve into or otherwise dispose of all or substantially all of its assets to the Issuer or to a Subsidiary Note Party and (iv) any Subsidiary (other than a Subsidiary Note Party) may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Noteholders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. (b) The Parent Issuer will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent Issuer and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation on the Closing Date and businesses reasonably related or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business ancillary thereto and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesreasonable extensions thereof.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any WhollyGuarantor is merging, amalgamating or consolidating with another Subsidiary, the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (y) when any wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is (i) a WhollyGuarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (ii) a wholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary that is not a Loan Party may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties; provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger; provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolvemerge with any other Person in order to effect an Investment expressly permitted pursuant to Sections 7.02(e), liquidate or wind up its affairs if it owns no material assets, engages in no business (f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (any such event being a "Fundamental Change"), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) the Parent and its Subsidiaries Borrower or any Subsidiary may make Dispositions merge with any Person in a transaction that would be an acquisition that is permitted by Section 6.04;under this Agreement; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Subsidiary is a party to such merger, such Subsidiary shall be the continuing or surviving Person; and (d) any Investment Fundamental Changes not otherwise permitted by under this Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)7.04, provided that such assets do the aggregate book value thereof shall not constitute all or substantially all of exceed in the consolidated assets of the Parent and its Subsidiariesaggregate $100,000,000.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries toExcept as otherwise permitted under this Agreement, merge, dissolve, liquidate, consolidate with or into another PersonPerson (unless Borrower, such Wholly-Owned Subsidiary, or such Controlled Subsidiary is the surviving entity), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Wholly-Owned Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary Subsidiary, the Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Wholly-Owned Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Wholly-Owned Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or a Guarantor (or must become a Guarantor); (c) any Controlled Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Wholly-Owned Subsidiaries or Controlled Subsidiaries, provided that when any Guarantor is merging with another Wholly-Owned Subsidiary and (y) if or Controlled Subsidiary, the transferor in such a transaction is a Credit Party, then the transferee Guarantor shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04continuing or surviving Person; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Controlled Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), ) to the Borrower or to another Controlled Subsidiary; provided that if the transferor in such assets do not constitute a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor (or must become a Guarantor); (e) all or substantially all of the consolidated assets or all of the Parent and Equity Interests of a Wholly-Owned Subsidiary or Controlled Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05; and (f) any Subsidiary may dissolve, liquidate or wind up its Subsidiariesaffairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidateMerge, consolidate with or into another Personinto, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom and subject to Section 7.20: (a) any Subsidiary may merge with or transfer substantially all its assets (iupon voluntary liquidation or otherwise) to any Guarantor, provided that, if a merger, the Borrower; provided that the Borrower applicable Guarantor shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; and provided further that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, if a Wholly-Owned Subsidiary shall be transfer of assets in the continuing or surviving Person and (y) when any form of a sale by a Subsidiary that is not a Credit Party is merging with another SubsidiaryGuarantor, then such other Subsidiary the sale shall be a Credit Partyat fair market value and the aggregate amount of all such sales shall not exceed $10,000,000; (b) any Subsidiary may Dispose of all or substantially all of whose assets consist of Subsidiary Securities or other Equity Securities in any Person may merge with or transfer substantially all its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; Borrower, provided that (x) that, if a merger, the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee Borrower shall either be the Parent continuing or another Wholly-Owned surviving Person, and provided further that if a transfer of assets in the form of a sale by a Subsidiary and (y) if that is not a Guarantor, the transferor in such a transaction is a Credit Party, then the transferee sale shall be a Credit Partyat fair market value and the aggregate amount of all such sales shall not exceed $10,000,000; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary that is not a Guarantor may dissolve, liquidate merge with or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or sell substantially all of its assets (upon voluntary liquidation or otherwise)) to any one or more Subsidiaries that is not a Guarantor; and (d) any Subsidiary may, upon not less than fifteen (15) days prior written notice to the Administrative Agent, be reincorporated in another jurisdiction or reorganized as a limited liability company, provided that the Borrower shall, and shall cause the applicable Subsidiary to (i) provide appropriate supplements to the information furnished with respect to such assets do not constitute all Subsidiary and otherwise comply with the requirements of Section 2A.03, and (ii) provide such further agreements, documents and assurances, and take such other action, as may be reasonably requested by the Administrative Agent to perfect or substantially all maintain the perfection and priority (and receive assurances thereof) of the consolidated assets Lien of the Parent and its SubsidiariesAdministrative Agent in the Collateral; provided, however, no Domestic Subsidiary may reincorporate to a jurisdiction that would render it not a Domestic Subsidiary.

Fundamental Changes. The Parent (a) Holdings will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired and including, in each case, pursuant to a Delaware LLC Division) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Personliquidate or dissolve; provided, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with that (i) any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into the BorrowerSponsor or any other Restricted Subsidiary that is a Credit Party; provided that the Borrower shall be the continuing Sponsor or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any such Restricted Subsidiary that is a Credit Party is merging the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto, no Credit Event shall have occurred and be continuing (A) the Sponsor or any Restricted Subsidiary may merge with another a Person (other than Holdings); provided, that (x) if the Sponsor is a party to such merger, the Sponsor shall be the surviving Person and (y) if the Sponsor is not a party to such merger, such Restricted Subsidiary or, in connection with a Permitted Acquisition, such Person if upon such merger such Person becomes a Restricted Subsidiary, then is the surviving Person, (B) any Restricted Subsidiary may merge into another Restricted Subsidiary or the Sponsor; provided, however, that if the Sponsor is a party to such other Subsidiary merger, the Sponsor shall be the surviving Person; provided, further, that if any Restricted Subsidiary to such merger is a Credit Party; Guarantor, the Guarantor shall be the surviving Person, (bC) any Restricted Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Guarantor, and (upon voluntary D) any other Restricted Subsidiary may liquidate or dissolve if the Sponsor determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Sponsor, is not materially disadvantageous to the Parent Participants, and such Restricted Subsidiary dissolves into another Guarantor or the Sponsor; provided, that any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted unless also permitted by Section 6.04;8.4. (db) Holdings will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than (i) substantially the same business as presently conducted or such other businesses that are reasonably related thereto, including but not limited to the business of leasing and selling furniture, consumer electronics, computers, appliances and other household goods and accessories inside and outside of the United States of America, through both independently-owned and franchised stores, providing lease-purchase solutions, credit and other financing solutions to customers for the purchase and lease of such products, the manufacture and supply of furniture and bedding for lease and sale in such stores, and the provision of virtual rent-to-own programs inside and outside of the United States of America (including but not limited to point-of-sale lease purchase programs), (ii) any Investment permitted other businesses which are ancillary or complementary to, or reasonable extensions or expansions of, the business of Holdings, the Sponsor and its Restricted Subsidiaries as conducted as of the Effective Date, as reasonably determined in good faith by Section 6.06 may be structured as a merger, consolidation or amalgamation; the Sponsor and (eiii) any Subsidiary may dissolvebusinesses that are materially different from the business of Holdings, liquidate or wind up the Sponsor and its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to Restricted Subsidiaries as conducted as of the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), Effective Date provided that any Investments made, funds expended or financial support provided by Holdings, the Sponsor and/or its Restricted Subsidiaries in connection with such assets do alternative lines of business shall not constitute all or substantially all of exceed $25,000,000 in the consolidated assets of the Parent and its Subsidiariesaggregate at any time outstanding.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose 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 transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as that (x) the Borrower or any Subsidiary may enter into transactions permitted by Section 7.05 and (y) if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌shall have occurred and be continuing: (a) any Subsidiary of the Borrower may merge be merged or consolidated with or into: (i) the Borrower; provided that Borrower if the Borrower shall be the continuing or surviving Personcorporation, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary of the Borrower that is merging with another not a Foreign Subsidiary or (iii) if such Subsidiary is a Foreign Subsidiary, any Wholly-Owned Subsidiary of the Borrower that is a Foreign Subsidiary; provided that in any such transaction, the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partycorporation; (b) the Borrower or any such Subsidiary may Dispose convey, sell, lease, transfer or otherwise dispose of all any or substantially all of its assets Property (upon voluntary liquidation or otherwise) to either (A) in compliance with the Parent provisions of Section 7.04(i), (ii) or to another Subsidiary; provided that (xiv) if or (B) in the transferor in case of any such a transaction is a Wholly-Owned Subsidiary, then to (i) the transferee shall either be the Parent or another Borrower, (ii) any Wholly-Owned Subsidiary and of the Borrower that is not a Foreign Subsidiary (yunless any such conveyance, sale, lease, transfer or other disposition constitutes an Investment in a Foreign Subsidiary that is permitted pursuant to Section 7.06) or (iii) if the transferor in such a transaction Subsidiary is a Credit PartyForeign Subsidiary, then any Wholly-Owned Subsidiary of the transferee shall be Borrower that is a Credit PartyForeign Subsidiary; (c) the Parent and its Subsidiaries Borrower or any Subsidiary of the Borrower may make Dispositions permitted by Section 6.04merge or consolidate with any other Person if, in the case of a merger or consolidation of the Borrower, the Borrower is the surviving corporation, and, in any other case, the surviving corporation is a Wholly-Owned Subsidiary of the Borrower that is not a Foreign Subsidiary or, if such merging or consolidating Subsidiary is a Foreign Subsidiary, any Wholly-Owned Subsidiary of the Borrower that is a Foreign Subsidiary; (d) any Investment permitted by Section 6.06 may be structured as the Borrower may, for the purpose of transferring its jurisdiction of incorporation from Delaware to another state of incorporation, merge with and into a merger, consolidation or amalgamation; (eWholly-Owned Subsidiary in a transaction constituting a tax-free reorganization under 368(a)(1)(F) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.Code, so long as:

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries to, Material Subsidiary to (x) merge, dissolve, liquidate, consolidate or amalgamate with or into another PersonPerson or (y) sell, transfer, lease or Dispose otherwise dispose of (whether 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 to any Person (other than the replacement of assets (whether now owned or hereafter acquired) to or in favor of any Personits investment portfolio), except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge with (i) the Borrower or a Material Subsidiary may merge, consolidate or amalgamate with the Borrower or any one or more of its Subsidiaries, provided that when the Borrower is merging with a Subsidiary, the continuing or surviving Person shall be the Borrower; (ii) subject to pro forma compliance with the financial covenants under Section 7.11 and no Default or Event of Default then-existing or that would result therefrom (in each case, determined as of the date of the definitive agreement with respect thereto), the Borrower or a Material Subsidiary may merge, consolidate or amalgamate with any Person to consummate a transaction permitted or not prohibited by this Agreement; provided that in the case of a merger, consolidation or amalgamation of the Borrower with a Person that is not the Borrower, the Borrower shall be the continuing or surviving Person, or ; (iiiii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent Borrower and its Subsidiaries.Subsidiaries (upon voluntary liquidation or dissolution or otherwise) may be sold, transferred, leased or otherwise disposed of to the Borrower or a Subsidiary; and (iv) any Material Subsidiary may liquidate or dissolve; provided that (a) for the avoidance of doubt, nothing in this Section 7.03 shall be deemed to limit, prohibit or restrict the Borrower or any Material Subsidiary from entering into, amending or modifying any Policy, any Reinsurance Agreement or any Retrocession Agreement or providing collateral security to the extent

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties; provided, however, that the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger; provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolvemerge with any other Person in order to effect an Investment expressly permitted pursuant to Sections 7.02(e), liquidate or wind up its affairs if it owns no material assets, engages in no business (f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. (a) The Parent Company will not, and will not permit any 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 US Subsidiary (other than Xxxxxx University, Inc.) may merge into or consolidate with a US Subsidiary in a transaction in which the surviving or resulting Person is a US Subsidiary and the Guarantee and Collateral Requirement is satisfied with respect to such surviving or resulting Person, (ii) any Foreign Subsidiary (other than ICE) may merge into another Foreign Subsidiary organized in its jurisdiction of organization; provided, that if either such Foreign Subsidiary is a Designated Foreign Subsidiary Holding Company and a Guarantor of the Spanish Obligations, the surviving or resulting Person shall also be a Designated Foreign Subsidiary Holding Company and a Guarantor of the Spanish Obligations, (iii) any Subsidiary that is not a Subsidiary Credit Party (other than Xxxxxx University, Inc.) may liquidate or dissolve into another Subsidiary if the Company determines in good faith that such liquidation, dissolution, merger or consolidation is in the best interests of the Company and is not materially disadvantageous to the Lenders, and (iv) any Permitted Acquisition may be effected through a merger of a Subsidiary and the acquired Person; provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.03. (b) The Company will not, and will not permit any of its the Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage to any material extent in any business other than businesses of the type conducted by the Company and the Subsidiaries on the Closing Date and businesses reasonably related thereto. (whether in one transaction or in a series of transactionsc) all or substantially all The Company will not permit any material portion of its assets (whether now and operations outside the United States of America to be owned or hereafter acquired) to conducted at any time by Subsidiaries other than ICE or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided Subsidiaries directly or indirectly owned by ICE or by Subsidiaries that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiaryguarantee, a Wholly-Owned Subsidiary shall be and the continuing or surviving Person equity interests in which are pledged to secure, the Spanish Obligations, in each case on terms and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) under documentation reasonably satisfactory to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesFacility Agent.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Permitted Acquisition), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary of Parent may merge with (i) Parent or Borrower, provided that Parent or the Borrower; provided that the Borrower , as applicable, shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; Subsidiaries of Parent, provided that (x) when any Whollywholly-Owned owned Subsidiary of Parent is merging with another SubsidiarySubsidiary of Parent, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe surviving Person; (b) any Subsidiary of Parent (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Parent, to Borrower or to another Subsidiary of Parent (or to the direct or indirect holder of such Subsidiary’s Equity Interests); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned Subsidiaryowned Subsidiary of Parent, then the transferee shall either must be Parent, the Parent Borrower or another Whollya wholly-Owned owned Subsidiary and (y) of Parent, and, provided further that if the transferor in of such a transaction assets is a Credit PartyGuarantor, then the transferee shall must either be Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;[intentionally omitted]; and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Loan Party or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary thereof may Dispose of all or substantially all of the assets of any one or more of its assets Subsidiaries (upon voluntary liquidation or otherwise), ; provided that (i) the assets subject to such assets do not constitute all or substantially all Disposition are less than 5% percent of the consolidated total assets of the Parent and its SubsidiariesSubsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Parent and its Subsidiaries on a consolidated basis.

Fundamental Changes. (i) The Parent will not, and will Borrower shall not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose 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 transactions) all or substantially all of its assets assets, or, subject to Section 11.1(k), all or any of the stock of any Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve. (ii) The Borrower shall not permit any Material Subsidiary to, 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 favor a series of transactions) all or substantially all of its assets, or all or any of the stock of any Personother Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom:‌ shall have occurred and be continuing, (aA) any Material Subsidiary may merge amalgamate with (i) the Borrower; provided that the Borrower shall be any other Material Subsidiary or with any Subsidiary if the continuing or surviving Personcorporation will become a Material Subsidiary as a result of such amalgamation, or (iiB) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Material Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to another Material Subsidiary or to any Subsidiary which will become a Material Subsidiary as a result of such transaction and (upon voluntary C) any Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is not materially disadvantageous to the Parent or Borrower and the Lenders. (iii) The Borrower shall not, and shall not permit any Material Subsidiary to, engage to another Subsidiary; provided any material extent in any material business that is materially different from businesses of the type conducted (x) if by the transferor in such a transaction is a Wholly-Owned Subsidiary, then Borrower and its Material Subsidiaries on the transferee shall either be the Parent date of execution of this Agreement or another Wholly-Owned Subsidiary and (y) if in respect of any entity that becomes a Material Subsidiary after the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all date of the consolidated assets execution of this Agreement, by such Material Subsidiary on the last day of the Parent Fiscal Quarter immediately preceding the date on which such entity becomes a Material Subsidiary, and its Subsidiariesbusinesses reasonably related or incidental thereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Wholly- Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), ; provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries toExcept as otherwise permitted under this Agreement, merge, dissolve, liquidate, consolidate with or into another PersonPerson (unless Borrower, such Wholly-Owned Subsidiary, or such Controlled Subsidiary is the surviving entity), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) a. any Wholly-Owned Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary Subsidiary, the Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) b. any Wholly-Owned Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Wholly-Owned Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or a Guarantor (or must become a Guarantor); c. any Controlled Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Wholly-Owned Subsidiaries or Controlled Subsidiaries, provided that when any Guarantor is merging with another Wholly-Owned Subsidiary and (y) if or Controlled Subsidiary, the transferor in such a transaction is a Credit Party, then the transferee Guarantor shall be a Credit Partythe continuing or surviving Person; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) d. any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Controlled Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), ) to the Borrower or to another Controlled Subsidiary; provided that if the transferor in such assets do not constitute a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor (or must become a Guarantor); e. all or substantially all of the consolidated assets or all of the Parent and its Subsidiaries.Equity Interests of a Wholly-Owned Subsidiary or Controlled Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05; and

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any non-Borrower Subsidiary may merge with (i) the any Borrower; , provided that the such Borrower shall be the continuing or surviving Person, or (ii) any one or more other non-Borrower Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any non-Borrower Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent (i) any Borrower, or to (ii) another non-Borrower Subsidiary; , provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall either must be the Parent or another Whollya wholly-Owned Subsidiary owned Subsidiary, and (yprovided further that any such disposition under this Section 7.04(b)(ii) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;for fair market value; and (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation AMS or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially sell all of its assets (upon voluntary liquidation the stock or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of any Subsidiary that is not a Borrower or a Guarantor, provided that: (i) such sale is for fair market value, (ii) as of any date of determination, the Parent aggregate Sale Date Net Book Values (defined below) of all such stock sold since the date of this Agreement, plus, without duplication, the aggregate Sale Date Net Book Value of all such assets sold since the date of this Agreement shall not exceed an amount equal to 15% of the net book value of all assets of AMS and its Subsidiaries.Subsidiaries as of such date of determination; (iii) (A) with respect to the period from the date hereof through December 31, 2002, the aggregate Rolling EBITDA (defined below) of all Subsidiaries whose stock has been sold during such period plus the aggregate Rolling EBITDA of all Subsidiaries all or substantially all of whose assets have been sold during such period shall not exceed $10,600,000; and

Fundamental Changes. The Parent will notConsummate any merger, and will not permit any of its Subsidiaries toconsolidation or amalgamation, merge, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all any of its assets (whether now owned Property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom:‌: (a) (i) any Subsidiary may merge be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower as long as such merger, amalgamation or consolidation does not adversely affect the Liens in favor of the Collateral Agent securing the Secured Obligations or the priority thereof (i) the Borrower; provided provided, that the Borrower shall be the continuing or surviving Person, ) or (ii) any one Subsidiary may be merged, amalgamated or more other Subsidiaries; provided consolidated with or into, or be liquidated into, any Subsidiary Guarantor (provided, that (x) when any Wholly-Owned such Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person and (y) when if any Debtor is a party to such merger, amalgamation, consolidation or liquidation, the surviving Person shall be a Debtor); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Credit Party Subsidiary; provided, that if any Non-Guarantor Subsidiary that is merging with another Subsidiarya Debtor is a party to such merger, then such other Subsidiary consolidation or liquidation, the surviving Person shall be a Credit PartyDebtor; (bc) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation (or otherwise) to any Loan Party; provided, that if any Debtor is the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiarytransferor, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Debtor; (d) any Investment Non-Guarantor Subsidiary (other than a BrandCo Entity) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) (i) to any other Non-Guarantor Subsidiary that is a Subsidiary and a Debtor or (ii) to Holdings; (e) Dispositions expressly permitted by Section 6.06 7.5 (other than Section 7.5(c)) may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (eg) any Subsidiary may dissolvemerger, liquidate consolidation or wind amalgamation, or liquidation, winding up its affairs if it owns no material assetsor dissolution, engages or Disposition of Property or business with respect to any Debtor pursuant to any order of the Bankruptcy Court, in no business form and otherwise has no activities other than activities related substance reasonably satisfactory to the maintenance Administrative Agent and the Required Tranche A Revolving Lenders; provided that de minimis Dispositions of its existence and good standingABL Facility First Priority Collateral without further order of the Bankruptcy Court shall be permitted so long as the proceeds thereof are applied in accordance with Section 2.12(c); and (fh) any immaterial Subsidiary may Dispose of all liquidate or substantially all of its assets dissolve if (upon voluntary i) the Borrower determines in good faith that such liquidation or otherwise)dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders, provided (ii) to the extent such Subsidiary is a Loan Party, any assets of such Subsidiary shall be transferred to a Loan Party after giving effect to such liquidation or dissolution and (iii) to the extent such Subsidiary is a Loan Party, any business of such Subsidiary not otherwise discontinued (if the Borrower determines in good faith that such assets do not constitute all or substantially all discontinuation is in the best interest of the consolidated assets of Borrower and is not disadvantageous to the Parent and its SubsidiariesLenders) shall be transferred to, or otherwise conducted by, a Loan Party after giving effect to such liquidation or dissolution.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or (except to the extent expressly permitted by Section 8.05) Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets and Properties (whether now owned or hereafter acquired) to or in favor of any Person; provided, except that, so long as no Default exists or would result therefrom:‌ notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 (Additional Subsidiaries and Guarantees) and 7.15 (Additional Collateral), (a) any Subsidiary the Borrower may merge or consolidate with (i) the Borrower; any Subsidiary, provided that the Borrower shall be the continuing or surviving Personcorporation of such merger or consolidation, (b) any Subsidiary may merge or consolidate with any other Subsidiary, provided that (i) if a Guarantor is a party thereto, then a Guarantor shall be the continuing or surviving corporation of such merger or consolidation and (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned if a Guarantor is not a party thereto and a Domestic Subsidiary is merging with another Subsidiarya party thereto, then a Wholly-Owned Domestic Subsidiary shall be the continuing or surviving Person and corporation of such merger or consolidation, (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (bc) any Subsidiary may Dispose of all or substantially all of its assets merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryDispositions), then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) the Borrower or any Investment permitted by Section 6.06 Subsidiary may merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be structured as a the continuing or surviving corporation of such merger, consolidation or amalgamation; and (e) any Wholly Owned Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) at any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), time provided that such assets do dissolution, liquidation or winding up, as the case may be, could not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieshave a Material Adverse Effect.

Fundamental Changes. The Parent (a) Holdings and the Borrowers will not, and will not permit any of its their Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any of their Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided 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 Group Member may merge with a Person if such Group Member is the surviving Person, except that, so long as no Default exists or would result therefrom:‌ (aii) any Subsidiary may merge with (i) the Borrower; into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Borrower Subsidiary Loan Party shall be the continuing or surviving Person, or (iiiii) any one Group Member may sell, transfer, lease or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose otherwise dispose of all or substantially all of its assets to any Loan Party, and (upon voluntary iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Parent or Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;permitted unless also permitted by Section 7.4. (cb) Holdings and the Parent Borrowers will not, and will not permit any of their Subsidiaries to, engage in any business other than businesses of the type conducted by Holdings and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, : (a) so long as no Default exists or would result therefrom:‌ (a) therefrom, any Subsidiary of the Operating Partnership (other than American Residential Leasing) may merge or consolidate with (i) the Borrower; Operating Partnership, provided that the Borrower Operating Partnership shall be the continuing or surviving Person, Person or (ii) any one or more other Subsidiaries; Subsidiaries of the Operating Partnership (other than American Residential Leasing), provided that (x) when if any Wholly-Owned Subsidiary Guarantor is merging or consolidating with another SubsidiarySubsidiary of the Operating Partnership that is not a Subsidiary Guarantor, a Wholly-Owned the Subsidiary Guarantor party to such merger or consolidation shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) so long as no Default exists or would result therefrom, any Subsidiary of American Residential Leasing may merge or consolidate with American Residential Leasing, provided that American Residential Leasing shall be the continuing or surviving Person; (c) so long as no Default exists or would result therefrom, any Subsidiary of the Operating Partnership may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Operating Partnership or to another SubsidiarySubsidiary of the Operating Partnership; provided that (xi) if the transferor in such a transaction is a Wholly-Owned SubsidiarySubsidiary Guarantor, then the transferee must be a Borrower or a Subsidiary Guarantor, (ii) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall either be the Parent or another Wholly-Owned Subsidiary continue to constitute Collateral and (yiii) if the transferor in such a transaction is a Credit PartyAmerican Residential Leasing, then the transferee shall must be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Operating Partnership; (d) any Investment so long as no Default exists or would result therefrom, Dispositions permitted by Section 6.06 may 7.05(d), or (f) shall be structured as a merger, consolidation or amalgamationpermitted under this Section 7.04; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingDispositions permitted by Section 7.05(e); and (f) any Subsidiary that is not a Significant Subsidiary and is not a Loan Party may Dispose of all liquidate, wind-up or substantially all of its assets (upon voluntary liquidation dissolve itself pursuant to Debtor Relief Laws or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except ; provided that, so long as no Default exists or would result therefrom:‌ notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Section 7.9 (Subsidiaries), (a) any Subsidiary the Borrower may merge or consolidate with (i) the Borrowerany Subsidiary; provided that the Borrower shall be the continuing or surviving Personentity, or (iib) any one Domestic Subsidiary may merge or more consolidate with any other SubsidiariesDomestic Subsidiary; provided that if a Loan Party is a party thereto then a Loan Party shall be the continuing or surviving entity, (xc) when any Wholly-Owned Foreign Subsidiary is merging may merge or consolidate with another any Domestic Subsidiary, ; provided that a Wholly-Owned Domestic Subsidiary shall be the continuing or surviving Person entity (and (y) when any Subsidiary that if a Loan Party is a Credit party thereto then a Loan Party is merging shall be the continuing or surviving entity), (d) any Foreign Subsidiary may be merged or consolidated with another or into any other Foreign Subsidiary, then such other Subsidiary shall be a Credit Party; (be) any Subsidiary may Dispose of all merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.5(Dispositions) or substantially all of its assets a Permitted Acquisition or Investment permitted pursuant to Section 8.2(m) (upon voluntary liquidation or otherwise) to the Parent or to another SubsidiaryInvestments); provided that (x) that, if such transaction involves the transferor in such a transaction is a Wholly-Owned SubsidiaryBorrower, then the transferee Borrower shall either be the Parent continuing or another Wholly-Owned Subsidiary surviving corporation, and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (ef) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) at any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), time provided that such assets do dissolution, liquidation or winding up, as applicable, could not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesreasonably be expected to have a Material Adverse Effect.

Fundamental Changes. The Parent will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) (i) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person (other than an Obligor unless such Obligor is the surviving Person of such merger) may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise Dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, which in the event of a consummation of a Division shall apply to all Division Successors, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (v) an Obligor or any Subsidiary may sell, transfer or otherwise Dispose of Equity Interests of a Subsidiary (other than an Obligor); 4846-2702-5833 v1 (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with (i) the Borrowerany other Person or permit any other Person to merge into or consolidate with it; provided that the Borrower Person surviving such merger shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary of the Company and shall be comply with the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyrequirements of Section 9.13; (bc) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, pursuant to a Division or otherwise) to the Parent Company or to another SubsidiarySubsidiary of the Company; provided that (x) if the transferor in such a transaction is a Wholly-Owned an Unencumbered Property Subsidiary, then the transferee shall either must be an Unencumbered Property Subsidiary, and provided, further, that if any Subsidiary consummates a Division, the Parent or another Wholly-Owned Subsidiary and (y) if Company must comply with the transferor obligations set forth in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Section 9.13 with respect to each Division Successor; and (cd) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (di) any Investment permitted by Section 6.06 may be structured as a mergermerge, consolidation dissolve or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change of Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it owns no material assets, engages is reorganized or reincorporated in no business and otherwise has no activities any jurisdiction other than activities related to a State of the maintenance United States of its existence and good standing; and (f) any Subsidiary may Dispose America or the District of all Columbia. No such conveyance, transfer or substantially all lease of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its Subsidiariesliability under this Agreement or the Notes.

Fundamental Changes. The Parent Xxxxxxxxx will not, and will not cause or permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary of a Borrower may merge with (i) the Borrower; such Borrower or Xxxxxxxxx, provided that such Borrower shall be the Borrower continuing or surviving Person, or in the case of a merger involving Xxxxxxxxx, Xxxxxxxxx shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries (other Subsidiaries; than a Borrower) of such Borrower, provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party;Person; and (b) any Subsidiary of a Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to such Borrower or Xxxxxxxxx or to another Subsidiary (other than a Borrower) of such Borrower; provided that if the seller in such assets do not constitute all or substantially all of a transaction is a Wholly–Owned Subsidiary, then the consolidated assets of the Parent and its Subsidiariespurchaser must also be a Wholly–Owned Subsidiary.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge with (i) any Borrower (including a merger, the Borrowerpurpose of which is to reorganize such Borrower into a new jurisdiction); provided that the such Borrower shall be the continuing or surviving PersonPerson and (y) such merger does not result in any Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary a Credit Party shall be a Credit Partythe continuing or surviving Person; (bi) any Subsidiary that is not a Credit Party may merge or consolidate with or into any other Subsidiary that is not a Credit Party and (ii) any Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if Education Management determines in good faith that such action is in the best interests of Education Management and its Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Company or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor or a Borrower, then (i) the transferee shall must either be a Borrower or a Guarantor or (ii) to the Parent or another Wholly-Owned Subsidiary extent constituting an Investment, such Investment must be permitted under Sections 6.2 and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.046.3; (d) so long as no Default exists or would result therefrom, Company may merge with any Investment permitted other Person prior to the Amendment Agreement Effective Date; provided that (i) Company shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not Company (any such Person, the “Successor Company”), (A) the Successor Company and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.06 may 6.10 on a pro forma basis after giving effect to such merger or consolidation as of the last day of the Fiscal Quarter most recently ended, (B) the Successor Company shall be structured as an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Company shall expressly assume all the obligations of Company under this Agreement and the other Credit Documents to which Company is a mergerparty pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (E) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Pledge and Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (F) each mortgagor of a Closing Date Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (G) Company shall have delivered to Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or amalgamationany Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, Company under this Agreement; (e) so long as no Default exists or would result therefrom, any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities merge with any other than activities related Person prior to the maintenance Amendment Agreement Effective Date in order to effect an Investment permitted pursuant to Section 6.2; provided that the continuing or surviving Person shall be a Subsidiary, which together with each of its existence Subsidiaries, shall have complied with the requirements of Section 5.11; (f) Holdings and good standingits Subsidiaries may consummate the Merger; and (fg) any Subsidiary may Dispose so long as no Default exists or would result therefrom, a Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 6.5.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, Merge or consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Person may merge into the Borrower provided that the Borrower is the surviving entity; (b) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyPerson; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or to another Subsidiary; provided that if the seller in such a transaction is a Wholly-Owned Subsidiary, then the purchaser must also be the Borrower or a Wholly-Owned Subsidiary; (d) any Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any Subsidiary provided that such assets do not constitute all or substantially all of Subsidiary is the consolidated assets of surviving entity; and (e) the Parent Borrower and its Subsidiarieseach Subsidiary may make Dispositions permitted by Section 7.07.

Fundamental Changes. The Parent will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) (i) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person (other than an Obligor unless such Obligor is the surviving Person of such merger) may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise Dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, which in the event of a consummation of a Division shall apply to all Division Successors, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (v) an Obligor or any Subsidiary may sell, transfer or otherwise Dispose of Equity Interests of a Subsidiary (other than an Obligor); (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with (i) the Borrowerany other Person or permit any other Person to merge into or consolidate with it; provided that the Borrower Person surviving such merger shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary of the Company and shall be comply with the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyrequirements of Section 9.13; (bc) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, pursuant to a Division or otherwise) to the Parent Company or to another SubsidiarySubsidiary of the Company; provided that (x) if the transferor in such a transaction is a Wholly-Owned an Unencumbered Property Subsidiary, then the transferee shall either must be an Unencumbered Property Subsidiary, and provided, further, that if any Subsidiary consummates a Division, the Parent or another Wholly-Owned Subsidiary and (y) if Company must comply with the transferor obligations set forth in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Section 9.13 with respect to each Division Successor; and (cd) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (di) any Investment permitted by Section 6.06 may be structured as a mergermerge, consolidation dissolve or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change in Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it owns no material assets, engages is reorganized or reincorporated in no business and otherwise has no activities any jurisdiction other than activities related to a State of the maintenance United States of its existence and good standing; and (f) any Subsidiary may Dispose America or the District of all Columbia. No such conveyance, transfer or substantially all lease of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its Subsidiariesliability under this Agreement or the Notes.

Fundamental Changes. The Parent Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Restricted Subsidiaries (in each case, except that, so long as no Default exists whether now owned or would result therefrom:‌ hereafter acquired) or liquidate or dissolve; provided that (ai) the Borrower or any Restricted Subsidiary may merge with (i) the Borrower; provided that a Person if the Borrower shall be (or such Restricted Subsidiary if the continuing or Borrower is not a party to such merger) is the surviving Person, or (ii) any one Restricted Subsidiary may merge into the Borrower or more other Subsidiaries; another Restricted Subsidiary, provided that (x) when if any Wholly-Owned party to such merger is the Borrower or a Subsidiary is merging with another SubsidiaryLoan Party, a Wholly-Owned the Borrower or such Subsidiary Loan Party, as applicable, shall be the continuing or surviving Person and Person, (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Restricted Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, (upon voluntary iv) any Restricted DB1/ 110470318.9 116 Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Parent or to another SubsidiaryLenders; provided provided, further, that (x) if the transferor in any such transaction involving a transaction Person that is not a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Wholly Owned Subsidiary immediately prior to such transaction shall not be permitted unless also permitted by Sections 7.4 and 7.6 and (yv) if the transferor in such so long as no Event of Default exists or would result therefrom, any merger, consolidation or other fundamental change necessary to effect a transaction is a Credit PartyPermitted Acquisition, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may 7.4 and other transactions permitted by Section 7.6; provided that the continuing or surviving Person shall be structured as a Restricted Subsidiary that shall have complied with the requirements of Section 5.10. Any reference in this Section 7.3 or in Section 7.6 to a combination, merger, consolidation consolidation, disposition, dissolution, liquidation or amalgamation; transfer shall be deemed to apply to a Division (eor the unwinding of such a Division) any Subsidiary may dissolve, liquidate or wind up its affairs as if it owns no material assetswere a combination, engages in no business and otherwise has no activities other than activities related merger, consolidation, disposition, dissolution, transfer or similar term, as applicable, to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswith a separate Person.

Fundamental Changes. The Parent will Borrower shall not, and will shall not permit any of its Subsidiaries to, to merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries as a whole (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging or consolidating with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) the Parent and Borrower or one of its Subsidiaries may make Dispositions permitted by Section 6.04;merge or consolidate to effect a Permitted Acquisition; provided that in the case of any such merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving Person; and (d) any Investment permitted by Section 6.06 Subsidiary may be structured as a merger, consolidation liquidated or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs dissolved if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary such liquidation or otherwise), provided that such assets do dissolution would not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesreasonably be expected to have a Material Adverse Effect.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge with (i) the Borrower; provided that provided, that, the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) provided, that, when any Wholly-Owned Subsidiary that is a Loan Party is merging with another Subsidiary, a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Restricted Subsidiary; provided that (x) provided, that, if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Loan Party, then (i) the transferee shall must be a Credit Party; Loan Party or (cii) to the Parent extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Section 7.02 and its Subsidiaries may make Dispositions permitted by Section 6.047.03, respectively; (d) so long as no Default exists or would result therefrom, the Borrower may merge with any Investment permitted by other Person in accordance with Section 6.06 may 7.02(j); provided, that, the Borrower shall be structured as a merger, consolidation the continuing or amalgamationsurviving corporation; (e) so long as no Default exists or would result therefrom, any Subsidiary may dissolvemerge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, liquidate that, the continuing or wind up its affairs if it owns no material assetssurviving Person shall be a Restricted Subsidiary, engages in no business and otherwise has no activities other than activities related to the maintenance which together with each of its existence Subsidiaries, shall have complied with the Collateral and good standingGuarantee Requirements and the requirements of Section 6.11; and (f) any Subsidiary so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05, may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesbe effected.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Restricted Subsidiary is merging with another Subsidiary, a Wholly-Owned such Restricted Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another a Restricted Subsidiary; provided that (x) if the transferor in such a transaction Restricted Subsidiary is a Wholly-Owned SubsidiaryGuarantor or Pledgor, then the transferee shall thereof must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor or Pledgor; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04consummate the Acquisition; (d) any Investment Disposition permitted by Section 6.06 7.05 may be structured as a merger, consolidation or amalgamationconsummated (but any such Disposition shall be subjected to the final proviso to Section 7.05); (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related Dispositions pursuant to the maintenance of its existence and good standingNovation Agreement may be consummated; and (f) in connection with any acquisition permitted under Section 7.03, the Borrower or any Restricted Subsidiary of the Borrower may Dispose of all merge into or substantially all of its assets (upon voluntary liquidation consolidate with any other Person or otherwise), permit any other Person to merge into or consolidate with it; provided that the Person surviving such assets do not constitute all merger shall be the Borrower (if the Borrower is a party thereto) or substantially all a Restricted Subsidiary of the consolidated assets of the Parent and its SubsidiariesBorrower.

Fundamental Changes. The Parent will notEnter into any merger, and will not permit any of its Subsidiaries toconsolidation or amalgamation, merge, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary of the Borrower may merge be merged or consolidated with or into the Borrower (i) the Borrower; provided provided, that the Borrower shall be the continuing or surviving Person, entity) or (ii) with or into any one or more other Subsidiaries; provided that (x) when any Wholly-Wholly Owned Subsidiary is merging with another SubsidiaryGuarantor (provided, a Wholly-that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyentity); (b) any Subsidiary of the Borrower may Dispose of all any or substantially all of its assets (i) to the Borrower or any Wholly Owned Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (ii) pursuant to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyDisposition permitted by Section 7.5; (c) the Parent and its Subsidiaries may make Dispositions any Investment expressly permitted by Section 6.04; (d) any Investment permitted by Section 6.06 7.8 may be structured as a merger, consolidation or amalgamation; (d) the Borrower may merge or consolidate with an Affiliate solely for the purpose of reincorporating the Borrower in another United States jurisdiction or converting the Borrower into a corporation; provided, that (i) such Affiliate is formed solely for the purpose of effecting such reincorporation or conversion and (ii) the Borrower complies with Section 5.5 of the Guarantee and Collateral Agreement in connection therewith; (e) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs if it owns no material assetsat any time following the Disposition by such Subsidiary of all its assets in accordance with Section 7.4(b); provided that such dissolution, engages in no business and otherwise has no activities other than activities related liquidation or winding up, as applicable, could not reasonably be expected to the maintenance of its existence and good standing; andhave a Material Adverse Effect; (f) any Non-Subsidiary Guarantor (i) may be merged or consolidated with or into any other Non-Subsidiary Guarantor and (ii) may Dispose of all any or substantially all of its assets to any other Non-Subsidiary Guarantor; and (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all g) the sale of the consolidated assets directors' qualifying shares of the Parent and its SubsidiariesCapital Stock as required by applicable law.

Fundamental Changes. The Parent will Borrower shall not, and will not nor shall it permit any of its Subsidiaries Material Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) therefrom: • any Subsidiary may merge or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) Person; • the Borrower or any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) (i) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is the Borrower or a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary Subsidiary, or (ii) pursuant to a Disposition permitted under Section 7.05; 72 AMERICAS/2023799649.12023799649.6 • the Borrower may merge or consolidate with any Person so long as (i) the Borrower is the surviving Person or (ii) (A) the surviving Person expressly assumes by a duly executed amendment to this Agreement all of the Borrower’s obligations hereunder and under the other Loan Documents, in a manner satisfactory to the Administrative Agent and the Lenders and (yB) if such transfer of the transferor Borrower’s rights and obligations hereunder is approved by the Administrative Agent and each Lender in such a transaction is a Credit Party, then accordance with the transferee shall be a Credit Party; (c) the Parent terms of Section 10.06(a); and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) • any Subsidiary may dissolvemerge or consolidate with any Person so long as such Subsidiary is the surviving Person. o Dispositions . The Borrower shall not, liquidate nor shall it permit any Subsidiary to, make any Disposition or wind up its affairs if it owns no material assetsenter into any agreement to make any Disposition, engages except: • Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in no business the ordinary course of business; • Dispositions of equipment and otherwise has no activities other than activities related inventory in the ordinary course of business; • Dispositions of equipment or real property to the maintenance extent that (i) such property is exchanged for credit against the purchase price of its existence and good standingsimilar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property within 90 days of such Disposition; and (f) • Dispositions permitted pursuant to Section 7.04; • Dispositions by the Borrower or any Subsidiary may Dispose of all to the Borrower or substantially all of its assets (upon voluntary liquidation or otherwise), provided any Wholly-Owned Subsidiary; and • other Dispositions made after the Effective Date in an amount that such assets do does not constitute all or substantially all of exceed the consolidated assets of the Parent and its SubsidiariesTest Amount.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, take any action for its registration by way of continuation under the laws of a jurisdiction outside of its Original Jurisdiction or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary (other than the Borrower) may merge with (i) the Borrower; provided that that, the Borrower shall be the continuing or surviving Person and (ii) any Subsidiary (other than the Borrower); provided that, (A) when any Restricted Subsidiary is merging with another Subsidiary, a Restricted Subsidiary shall be the continuing or surviving Person, (B) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Guarantor and (C) if as a result thereof, either the Parent Guarantor or the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 6.05 (and must be permitted by any clause thereof other than Section 6.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition (i) of any Immaterial Subsidiary or (ii) the purpose of which is to effect a Disposition permitted pursuant to Section 6.05 (other than Section 6.05(g)) (c) the Parent Guarantor, the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 6.02; provided that, (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person, or ; (ii) in any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiarysuch transaction involving the Parent Guarantor, a Wholly-Owned Subsidiary the Parent Guarantor shall be the continuing or surviving Person person; and (yiii) when in any Subsidiary that is such transaction involving a Credit Party is merging with another SubsidiaryGuarantor, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (bd) any Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Parent Borrower or to another a Guarantor; or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (xA) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned owned Restricted Subsidiary and (yB) if to the transferor in such a transaction is a Credit Party, then extent that the transferee is not the Borrower or a wholly-owned Restricted Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 6.05 and shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted under this Section 6.04 so long as it is permitted by any clause of Section 6.04; (d) any Investment permitted by 6.05 other than Section 6.06 may be structured as a merger, consolidation or amalgamation;6.05(g); and (e) any Subsidiary (other than the Borrower) may dissolve, liquidate or wind up its affairs dissolve or change in legal form if it owns no material assets, engages the Borrower determines in no business good faith that such liquidation or dissolution or change in legal form is in the best interests of the Borrower and otherwise has no activities other than activities related is not materially disadvantageous to the maintenance Lenders (it being understood that in the case of its existence any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor). Notwithstanding anything to the contrary herein, the Parent Guarantor and good standing; and the Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease, convey, assign, transfer or otherwise dispose (fincluding pursuant to an exclusive license) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided intellectual property that such assets do not constitute all or substantially all is material to the operation of the consolidated assets business of the Parent Guarantor, the Borrower and its the Restricted Subsidiaries, taken as a whole, to any Affiliate of the Borrower who is not a Loan Party (including any Unrestricted Subsidiary), other than (in each case, to the extent otherwise permitted pursuant to this Section 6.04) (x) licenses, Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM sublicenses or cross-licenses of intellectual property in the ordinary course of business and which do not materially interfere with the business of the Parent Guarantor, the Borrower and the Restricted Subsidiaries, taken as a whole and (y) any such disposition from a Restricted Subsidiary that is not a Loan Party to a Restricted Subsidiary that is not a Loan Party.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose 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 transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌shall have occurred and be continuing: (a) any Subsidiary may merge with (i) the Borrower; provided that any Person may merge into the Borrower shall in a transaction in which the Borrower is the surviving corporation and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the continuing laws of the United States, any state thereof or surviving Person, or the District of Columbia; (ii) any one or more other Subsidiaries; 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) when may merge into any Subsidiary that in a transaction in which the surviving entity is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) the Borrower or any Subsidiary may Dispose of all sell, transfer, lease or substantially all otherwise dispose of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Loan Party, then either (A) the transferee shall must be a Credit Loan Party, or (B) to the extent constituting an Investment, such Investment must be an Investment in a Subsidiary that is not a Loan Party permitted by Section 7.5; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (eiv) any Subsidiary may dissolve, liquidate or wind up its affairs dissolve if it owns no material assets, engages the Borrower determines in no business good faith that such liquidation or dissolution is in the best interests of the Borrower and otherwise has no activities other than activities related is not materially disadvantageous to the maintenance of its existence and good standingLenders; and (fv) the Borrower or any of the Subsidiaries may sell any Subsidiary, or substantially all of the capital stock or assets thereof; provided that (A) any Subsidiary may Dispose such sale is for fair market value, determined in good faith by the Borrower (and, if approval by its board of directors of the sale is required by applicable law or otherwise, such determination shall be approved by its board of directors) and (B) if such sale requires a release of all or substantially all of its assets (upon voluntary liquidation the Collateral of such Subsidiary that is a Loan Party or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets value of the Parent and Guaranty, each of the Lenders has provided its Subsidiaries.written consent to the extent required by clause (v) of Section 10.2

Fundamental Changes. (a) The Parent Borrowers will not, and nor will not they permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge or consolidate with or into another into, or acquire all or substantially all of the assets of, any Person, or Dispose sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persontheir assets, except that, so long as no Default exists or would result therefrom:‌: (ai) any Subsidiary (other than TRKK) may merge with (i) the Borrower; provided that the Borrower shall be the continuing with, consolidate into or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of transfer all or substantially all of its assets to another Subsidiary and in connection therewith such Subsidiary may be liquidated or dissolved; PROVIDED, that (upon voluntary liquidation A) MTS shall not own a lesser percentage of the surviving or otherwiseresulting Person than it owned in either of the constituent Persons or the transferor, as the case may be, and (B) if a Guarantor, a Grantor or a Subsidiary the capital stock of or other equity interests in which are pledged pursuant to the Parent Pledge Agreement shall merge, consolidate or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of transfer all or substantially all of its assets, the Borrowers shall cause each Subsidiary resulting from such merger or consolidation or receiving assets as a result of such transfer, to become a party to the Guarantee Agreement and the Security Documents, and shall cause the capital stock of or other equity interests in such Subsidiary to be pledged pursuant to the Pledge Agreement, to at least the same extent as such merging, consolidating or transferring Subsidiary and the capital stock or other equity interests thereof or therein; (upon voluntary liquidation ii) the Borrowers or otherwise), provided that such assets do not constitute all or substantially all any of the consolidated Subsidiaries may sell or dispose of assets in accordance with the provisions of Section 6.06; (iii) the Borrowers or any of the Parent Subsidiaries may make any investment permitted by Section 6.05; and (iv) either of the Borrowers may merge with or consolidate into any other Person, PROVIDED that (A) the merging or consolidating Borrower is the surviving corporation, (B) the Guarantee Requirement and the Collateral Requirement continue to be satisfied and (C) no Default exists or would occur as a result thereof. (b) The Borrowers will not, nor will they permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the such Borrower and its SubsidiariesSubsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary or Guarantor is merging with another Subsidiary, a such Wholly-Owned Subsidiary or Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiarySubsidiary or a Guarantor, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and (y) if the transferor in such or a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) the Parent Borrower may merge with another Person, provided that (i) such Person is organized under the laws of the United States of America or one of its states, (ii) the Borrower is the corporation surviving such merger, (iii) both immediately before and its Subsidiaries may make after giving effect to such merger, no Material Adverse Effect or Default shall have occurred or result therefrom and (iv) 60 days before such merger, the Borrower shall provide the Administrative Agent evidence of pro forma compliance with all of the terms and conditions of this Agreement; and (d) Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries7.05.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; ; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not(a) Merge, and will not permit any of its Subsidiaries to, merge, dissolve, liquidatereorganize, consolidate or amalgamate with or into another any Person, or Dispose of (liquidate, wind up its affairs or dissolve itself, in each case whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with that (i) the Borrower; a Borrower may be merged or consolidated with or into any of its Subsidiaries provided that the such Borrower shall be the continuing or surviving Person, or (ii) any one Obligor other than the Parent may be merged or more consolidated with or into any other Subsidiaries; Obligor other than the Parent, (iii) any Subsidiary of an Obligor which is not an Obligor may be merged or consolidated with or into any Obligor provided that such Obligor shall be the continuing or surviving corporation, (xiv) when any Wholly-Owned Subsidiary which is merging not an Obligor may be merged or consolidated with another Subsidiaryor into any other Subsidiary that is not an Obligor, (v) any Obligor or Subsidiary thereof may be merged or consolidated with or into any Person in connection with a Wholly-Owned Permitted Asset Disposition, (vi) any Obligor or Subsidiary thereof may be merged or consolidated with or into any Person in connection with a Permitted Acquisition, provided that, if such transaction involves a Borrower, such Borrower shall be the continuing or surviving Person and (yvii) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary not an Obligor may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) at any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), time provided that such assets do dissolution, liquidation or winding up, as applicable, could not constitute all reasonably be expected to have a Material Adverse Effect; or substantially all (b) without providing 10 days prior written notice to Lender, (i) change a Borrower's name or conduct business under any new fictitious name or (ii) change a Borrower's FEIN, organizational identification number or state of the consolidated assets of the Parent and its Subsidiariesorganization.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; 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) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the ​ ​ ​ transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04‎6.04; (d) any Investment permitted by Section 6.06 ‎6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.