Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge (a) The Borrower will not, nor will the Borrower permit any Subsidiary or any Parent Entity to, (1) merge into or consolidate with any other Person, or (2) permit any other Person to merge into or consolidate with itit which would result in a Change in Control, or (3) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its their consolidated assets (including all or substantially all of the Equity Interests in the Subsidiaries) (in each case, whether now owned or hereafter acquired), or (4) liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default or Event following events shall be permitted without the consent of Default shall have occurred and be continuing the Lenders: (i) any Subsidiary of any Borrower Person may merge into such the Borrower or a Parent Entity in a transaction in which such the Borrower or the Parent Entity is the surviving entitycorporation (or, if the Borrower or the Parent Entity is not the survivor, the Required Lenders have consented to such transaction), (ii) any Subsidiary of Holdings Person (other than the Borrower or a Parent Entity) may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Subsidiary, (iii) any Subsidiary of Holdings Parent Entity (other than the Borrowers Parent) may merge into any other Parent Entity, (iv) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)to another Subsidiary, (ivv) any Subsidiary of Holdings other than the Borrowers may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to a to, another Person that is not a Subsidiary through transactions which are undertaken in on an arm’s-length basis if the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution dissolution, merger or disposition is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, Lenders and (vi) Holdings the Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of Holdings may merge any Subsidiary in connection with a Person any disposition of assets that is not prohibited by this Agreement. The Borrower will not, and will not permit the Parent or any Guarantor to reorganize under the laws of a Subsidiary jurisdiction other than any state of Holdings immediately prior to such merger if, in the case United States or the District of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Columbia.

Fundamental Changes. Merge With respect to the Borrower or any Significant Subsidiary, without the consent of the Administrative Agent and the Required Lenders enter into any transaction of merger or consolidate with any other Personconsolidation or amalgamation, or permit liquidate, wind up or dissolve (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or convey, sell, transferlease, lease transfer or otherwise dispose of (of, in one transaction or in a series of transactions) , all or substantially all of the consolidated assets of the Borrower and its assets (in each caseSubsidiaries, whether now owned or hereafter acquired), or liquidate or dissolvetaken as a whole, except that(a) for sales, if at leases or rentals of property or assets in the time thereof and immediately after giving effect thereto no Default or Event ordinary course of Default shall have occurred and be continuing business, (ib) that any consolidated Subsidiary of any the Borrower may merge be merged or consolidated with or into such the Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. the Borrower shall be the continuing or surviving entity, corporation) or with any one or more Subsidiaries of the Borrower (B) provided that if any such transaction shall be between a Subsidiary Guarantor is and a party to such merger (other than with a Borrower or Holdings)wholly-owned Subsidiary, such the wholly-owned Subsidiary Guarantor shall be the continuing or surviving entity corporation), (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the continuing Borrower or surviving entity shall become a another wholly-owned Subsidiary Guarantor of the Borrower and (Cd) the Borrower may be merged with any other Person if SRAC (i) the Borrower is a party the surviving corporation, (ii) immediately after giving effect to such merger, then Sears there shall comply exist no condition or event which constitutes an Event of Default or which, with the requirements giving of Section 6.01(d))notice or lapse of time or both, would constitute an Event of Default, and (iii) all representations and warranties contained in Article III hereof are true and correct in all material respects (except for any Subsidiary of Holdings other than the Borrowers may sellsuch representation and warranty that is qualified by materiality or reference to Material Adverse Effect, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee which representation shall be a Subsidiary Guarantor)true and correct in all respects) on and as of the date of the consummation of such merger, and after giving effect thereto, as though restated on and as of such date (iv) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person such representation and warranty that is not a Subsidiary through transactions qualified by materiality or reference to Material Adverse Effect, which are undertaken representation shall be true and correct in the ordinary course all respects) as of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(iiearlier date).

Fundamental Changes. Merge (a) No Consolidated Entity will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such the Parent Borrower in a transaction in which such the Parent Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Wholly-Owned Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such mergerWholly-Owned Subsidiary and, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such mergerLoan Party, then Sears shall comply with the requirements of Section 6.01(d))is or becomes a Loan Party, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdingsthe Parent Borrower, the Borrowers and their Subsidiaries and is not materially disadvantageous to the LendersLenders and could not reasonably be expected to have a Material Adverse Effect, and (vi) Holdings or any provided that if such Subsidiary of Holdings may merge with is a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdingsany assets or business not otherwise disposed of or transferred in accordance with Section 6.06, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger involving is a Subsidiary Guarantor, and (vi) any Consolidated Entity may effect the continuing or surviving entity shall become closure of a Subsidiary Guarantor division in accordance with Section 6.01(i)(ii)such Consolidated Entity.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (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)) 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, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of any Borrower may merge into with a Person if the Borrower (or such Subsidiary if the Borrower in is not a transaction in which party to such Borrower merger) is the surviving entityPerson or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (another Subsidiary; provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or Domestic Subsidiary may not merge into a direct Subsidiary of Kmart Corp. Foreign Subsidiary; and Kmart Corp. shall be the continuing or surviving entity, (B) provided that if any Subsidiary Guarantor is a party to such merger (other than with is a Borrower or Holdings)Subsidiary Loan Party, such a Subsidiary Guarantor Loan Party shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Holdings other than Section 5.10, to the Borrowers extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary of Holdings Loan Party and (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (ivvi) any Subsidiary of Holdings (other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Loan Party) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders; provided, and (vi) Holdings or that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly-owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless the corresponding Investment (as defined in Section 7.4), in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicableif any, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with also permitted by Section 6.01(i)(ii)7.4.

Fundamental Changes. Merge (a) Except as otherwise consented to by the Required Lenders, the Borrower 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets assets, or (in each case, whether now owned or hereafter acquired)) sell, transfer, lease or otherwise dispose of any Capital Stock of any Subsidiary, or liquidate or dissolve, except 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 Subsidiary of any Borrower Person may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings Person may merge into Holdings or any other Wholly-Owned Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Wholly-Owned Subsidiary, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary Wholly-Owned Subsidiary; provided that, upon request of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or HoldingsRequired Lenders, the transferee any deferred purchase price shall be evidenced by a Subsidiary Guarantor)promissory note in form and substance reasonably acceptable to the Required Lenders, (iv) the Borrower or any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined extent permitted by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers Section 6.07(c) and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) Subsidiary Borrower may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a Wholly-Owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)6.04.

Fundamental Changes. Merge into or The Borrower will not consolidate with any other Personor merge with or into, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or sellany substantial portion, transfer, lease of its properties and assets to one or otherwise dispose of (more Persons in one transaction or in a series of transactionsrelated transactions unless (i) if the Borrower is the surviving entity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) if the Borrower is not the surviving entity in any such consolidation or merger, each of the Lenders (or in the case of any such consolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, in the reasonable judgment of the Required Lenders, affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its assets properties and assets, shall not be required to be wholly owned Subsidiaries if the transfer is for fair consideration as reasonably determined by the Borrower) and any such transferee that is a domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a Joinder Agreement substantially in the form of Exhibit D (in each caseit being understood that the Borrower and the Administrative Agent, whether now owned on behalf of the Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as they may reasonably determine are necessary or hereafter acquireduseful). For the purposes of this Section, “Subsidiary” of the Borrower shall include any partnership, limited liability company or liquidate other entity of which shares of stock or dissolve, except that, if other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers thereof are at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entityowned, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing management of which is otherwise controlled, directly or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such mergerindirectly through one or more intermediaries, then Sears shall comply with or both, by the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (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)) 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, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower Xxxx Realty OP may merge with and into Xxxx Realty OP (it being understood and agreed that in any such Borrower in a transaction in which such Borrower is event Xxxx Realty OP will be the surviving entityPerson), (ii) any Subsidiary of Holdings Xxxx OP may merge with and into Holdings or Xxxx OP (it being understood and agreed that in any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall event Xxxx OP will be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)Person), (iii) any Subsidiary of Holdings other than Xxxx Realty OP or Xxxx OP may merge into another Subsidiary of Xxxx Realty OP or Xxxx OP, respectively, provided that if any party to such merger is a Subsidiary Guarantor or a Poolan Unencumbered Property Owner, the Borrowers Subsidiary Guarantor or PoolUnencumbered Property Owner, as applicable, shall be the surviving Person, (iv) any Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any the Borrower, to Holdings Xxxx Realty OP, Xxxx OP, or to a Subsidiary Guarantor, and (v) the liquidation or dissolution of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease Xxxx Realty OP or otherwise dispose of its Xxxx OP that does not own any assets to a Person that will be permitted so long as such Subsidiary is not a Guarantor (or if such Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, so long as applicable, is the continuing or surviving entity or, in parties comply with the case provisions of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii2.29(a)).

Fundamental Changes. Merge into or Merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (whether in one 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 liquidate or dissolve, except in favor of any Person; provided that, if at the time thereof subject to Section 7.12 and immediately provided that, after giving effect thereto to any such transaction, no Default or Event of Default shall have occurred and be continuing exist, (ia) any Subsidiary of any Borrower GFI may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) or consolidate with any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (its Subsidiaries provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. GFI shall be the continuing or surviving entitycorporation, (Bb) if the Foreign Borrower may merge or consolidate with any Subsidiary Guarantor is a party to such merger (other than with a of its Subsidiaries provided that the Foreign Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity corporation, (c) any Domestic Subsidiary of GFI may merge or consolidate with any other Domestic Subsidiary of GFI provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving entity shall become corporation, (d) any Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary provided that if a Subsidiary Guarantor and (C) if SRAC Loan Party is a party to such mergerthereto, then Sears a Loan Party shall comply with be the requirements of Section 6.01(d))continuing or surviving corporation, (iiie) any Foreign Subsidiary of Holdings other than the Borrowers may sell, transfer, lease be merged or otherwise dispose of its assets to consolidated with or into any Borrower, to Holdings or to a Subsidiary of Holdings (Loan Party provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee Loan Party shall be a Subsidiary Guarantor)the continuing or surviving corporation, (ivf) any Domestic Subsidiary of Holdings other than the Borrowers may sellwind up, transfer, lease liquidate or otherwise dispose dissolve itself so long as it transfers all or substantially all of its assets to a Person that is not a Domestic Loan Party prior to such wind up, liquidation or dissolution, (g) any Foreign Subsidiary through transactions which are undertaken in the ordinary course may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its business assets to a Foreign Loan Party prior to such wind up, liquidation or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiariesdissolution, (vh) any Subsidiary of Holdings other than the Borrowers (exceptmay wind up, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve itself if Holdings and the Borrowers determine GFI determines in good faith that such wind up, liquidation or dissolution is in the GFI’s best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, Lenders and (vi) Holdings or any the assets of such Subsidiary of Holdings may merge with are transferred to a Person that is not a Subsidiary of Holdings immediately Loan Party prior to such merger if, dissolution and (i) nothing in the case of this Section 8.04 shall prohibit any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Disposition otherwise permitted under Section 6.01(i)(ii)8.05.

Fundamental Changes. Merge (a) Holdings will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (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), ) or liquidate or dissolve; provided, except thatthat (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 Borrower or any other Restricted Subsidiary that is a Loan Party; provided that the Borrower or such Restricted Subsidiary that is a Loan Party is the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (iexcept, in the case of an Acquisition subject to the Incremental Funds Certain Provision, in which case there is no Default or Event of Default immediately before or immediately after execution and delivery of the applicable Acquisition Agreement and there is no Specified Event of Default at the date the applicable Permitted Acquisition is consummated) (A) the Borrower or any Restricted Subsidiary may merge with a Person (other than Holdings); provided, that (x) if the Borrower is party to such merger, the Borrower shall be the surviving Person and (y) if the Borrower is not a party to such merger, such Restricted Subsidiary or, in connection with a Permitted Acquisition, such Person if upon consummation of such merger such Person becomes a Restricted Subsidiary, is the surviving Person, (B) any Restricted Subsidiary of any Borrower may merge into such another Restricted Subsidiary or the Borrower; provided, however, that if the Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. the Borrower shall be the continuing or surviving entityPerson, (B) provided, further, that if any Restricted Subsidiary Guarantor is a party to such merger (other than with is a Borrower or Holdings)Subsidiary Loan Party, such the Subsidiary Guarantor Loan Party shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and Person, (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary of Holdings Loan Party, or (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (ivD) any other Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdingsthe Borrower, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings such Restricted Subsidiary dissolves into another Subsidiary Loan Party or the Borrower; provided, that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly-owned Restricted Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)7.4.

Fundamental Changes. Merge (a) The Borrower 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired)assets, or liquidate or dissolve, except 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 Subsidiary of any Borrower other Person, including a Subsidiary, may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation (so long as any such acquisition of a non-Subsidiary is a Permitted Acquisition), (ii) any Subsidiary of Holdings may merge into Holdings or any other wholly owned Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))wholly owned Subsidiary, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)wholly owned Subsidiary, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries 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 the stock of such Subsidiary that is otherwise permitted under this Section 6.04, and (vi) Holdings so long as no Event of Default has occurred and is continuing or would 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 Subsidiary State thereof, (x) such Person shall assume all obligations of Holdings the Borrower hereunder, pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, (y) the Administrative Agent shall have received a favorable opinion of counsel to such other Person covering such matters relating to such assumption as the Administrative Agent may merge 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 any such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)6.05.

Fundamental Changes. Merge (a) Guarantor 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial portion of its assets, or all or substantially all of its assets the capital stock of any of the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default or default under the Obligation Documents shall have occurred and be continuing (i) any Subsidiary of any Borrower Person may merge into such Borrower or consolidate with Guarantor in a transaction in which such Borrower Guarantor is the surviving entitycorporation, (ii) any Subsidiary of Holdings Person may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Subsidiary, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings Guarantor or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)another Subsidiary, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Guarantor determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Guarantor and is not materially disadvantageous to BNPLC or the LendersParticipants and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to Guarantor or another Subsidiary in an amount consistent with such person's ownership percentage of the Subsidiary being dissolved or liquidated, (v) Guarantor and the Subsidiaries may sell, lease or otherwise dispose of property in any individual transaction not related to any other such transaction if the aggregate fair market value of the assets sold, leased or otherwise disposed of in such transaction is less than $2,000,000, (vi) Guarantor and/or any of the Subsidiaries may sell or otherwise transfer their accounts receivable and other assets to any Special Purpose Subsidiary and/or any Special Purpose Subsidiary may sell or otherwise transfer such accounts receivable or other property (or interests therein) if otherwise permitted under Paragraph 3.02(f), and (vivii) Holdings Guarantor and the Subsidiaries may sell, lease or otherwise dispose of property in any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, other transaction in the case ordinary course of any merger involving Holdingsbusiness, a Borrower or a Subsidiary Guarantorprovided that, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is with respect to transactions outside of the continuing or surviving entity or, in the case ordinary course of any merger involving a Subsidiary Guarantorbusiness, the continuing aggregate fair market value of all assets sold, leased or surviving entity otherwise disposed of in transactions under this clause (vii) shall become a Subsidiary Guarantor not when taken together at the time of each such sale, lease or other disposition exceed 25% of Consolidated Tangible Assets as of the last day of the most recent fiscal period in accordance with Section 6.01(i)(ii)respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 at such time.

Fundamental Changes. Merge Neither the Initial Guarantor nor the Borrower will (a) consolidate or merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or (b) sell, transfer, lease or otherwise dispose of transfer (in one transaction or in a series of transactions) all or substantially all of its assets to any other Person; provided that (in each case, whether now owned i) the Borrower may consolidate or hereafter acquired)merge with or into, or liquidate sell, lease, or dissolveotherwise transfer all or substantially all of its assets to, except thatthe Initial Guarantor, and the Initial Guarantor may consolidate or merge with or into, or sell, lease, or otherwise transfer all or substantially all of its assets to, the Borrower, (ii) any Person may consolidate or merge with or into the Initial Guarantor or the Borrower in a transaction in which the Initial Guarantor or the Borrower is the surviving Person, and (iii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) continuing, any Subsidiary of any Person may consolidate or merge with or into the Initial Guarantor or the Borrower, and the Initial Guarantor or the Borrower may consolidate or merge with or into such Borrower in a transaction in which such Borrower is any Person, as long as the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease Initial Guarantor or otherwise dispose of its assets to any the Borrower, to Holdings or to a Subsidiary has an Investment Grade Rating and assumes each of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not obligations of the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings Initial Guarantor or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary GuarantorBorrower, as applicable, is under the continuing or Loan Documents pursuant to an agreement executed and delivered to the Lenders in a form reasonably satisfactory to the Required Lenders and such surviving entity orprovides all documentation and other information required by regulatory authorities under applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including without limitation with respect to the PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Administrative Agent.

Fundamental Changes. Merge (a) No Loan Party will, nor will it 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 sell, transfer, lease or otherwise dispose Dispose of (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), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower Person (other than the Borrower) may merge into such or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, the Borrower in a transaction in which the Borrower is the surviving entity or transferee and, if such Borrower Person is not a Subsidiary, such merger or consolidation constitutes a Permitted Acquisition, (ii) any Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, any other Loan Party in a transaction in which the surviving entity or transferee is a Loan Party and, if such Person is not a Subsidiary, such merger constitutes a Permitted Acquisition, and if any such Loan Party is a Domestic Subsidiary, such Domestic Subsidiary shall be the surviving entity or transferee, (iii) any Subsidiary that is not a Loan Party may merge into or be consolidated with any other Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease merge into or otherwise dispose of its assets to be consolidated with a Person that is not a Loan Party if after giving effect to such merger, such Person becomes a wholly-owned Subsidiary through transactions which are undertaken in of the ordinary course of its business or determined by Holdings or Borrower and a Loan Party, provided that no Domestic Subsidiary may merge into a Foreign Subsidiary unless the Borrowers in good faith to be in Domestic Subsidiary is the best interests of Holdings, the Borrowers and their Subsidiariessurviving entity, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate into the Borrower or any other Subsidiary or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless also permitted by Section 6.04. Anything in this Section to the contrary notwithstanding, in no event may the case of any merger involving Holdings, a Borrower or a Domestic Subsidiary Guarantormerge into or be consolidated with a Foreign Subsidiary, Holdings, such unless the Borrower or such Domestic Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)entity.

Fundamental Changes. Merge It shall not, nor shall it permit any of its Subsidiaries (other than any Newco Subordinated Guarantor) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sellliquidate, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of BDC, any Borrower Newco Senior Guarantor, any Newco Subordinated Guarantor or any of their respective Subsidiaries may merge into such Borrower BDC or any Newco Senior Guarantor in a transaction in which such Borrower BDC or a Newco Senior Guarantor is the surviving entity, (ii) any Subsidiary of Holdings BDC may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. BDC in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct wholly-owned Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))BDC, (iii) any Subsidiary of Holdings other than the Borrowers any Newco Senior Guarantor may sell, transfer, lease or otherwise dispose of its assets to merge into any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and any Newco Senior Guarantor in a transaction in which the transferee surviving entity is not the Borrower or Holdings, the transferee shall be a wholly-owned Subsidiary of a Newco Senior Guarantor), (iv) BDC or any Newco Senior Guarantor or any Subsidiary of Holdings thereof may merge or consolidate with any other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets Person in order to effect a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers Permitted BDC/Newco Acquisition and their Subsidiaries, (v) BDC, any Newco Senior Guarantor or any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) thereof may liquidate or dissolve if Holdings and the Borrowers determine Ultimate Parent determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Ultimate Parent and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge The Borrower 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (ia) any Subsidiary of any Borrower Person may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (iib) any Person may merge with any Wholly Owned Subsidiary Guarantor so long as the surviving entity is or becomes a Wholly Owned Subsidiary Guarantor, (c) any Subsidiary may Dispose of Holdings its assets to the Borrower or any Wholly Owned Subsidiary Guarantor pursuant to a transaction of liquidation or dissolution, (d) the Borrower or any Subsidiary may Dispose of its interest in any Subsidiary pursuant to a merger of such Subsidiary, (e) any Foreign Subsidiary may merge into Holdings or with any other Subsidiary of Holdings (provided that (A) if Kmart Corp. Person so long as the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart Subsidiary or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose Dispose of its assets to any Borrower, to Holdings or other Subsidiary pursuant to a Subsidiary transaction of Holdings liquidation or dissolution and (provided that if such sale or transfer includes Collateral and the transferee is not f) the Borrower may merge into any other Person so long as (i) the surviving entity assumes all the Obligations of the Borrower hereunder and under the other Loan Documents pursuant to a written agreement satisfactory to the Administrative Agent, (ii) the surviving entity is organized under the laws of a jurisdiction within the United States of America, (iii) no Default or HoldingsEvent of Default shall have occurred and be continuing, the transferee shall be a Subsidiary Guarantor)or would occur after giving effect to such merger, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, with the best interests covenants contained in Section 6.1, in each case recomputed as at the last day of Holdings, the Borrowers most recently ended fiscal quarter of the Borrower for which the relevant information is available as if such merger had occurred on the first day of each relevant period for testing such compliance (as demonstrated in a certificate of a Financial Officer delivered to the Administrative Agent at least ten Business Days prior to such merger) and their Subsidiaries, (v) any Subsidiary of Holdings other than all filings have been made under the Borrowers (except, Uniform Commercial Code or otherwise that are required in order for the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous Collateral Agent to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to continue at all times following such merger ifto have a valid, legal and perfected security interest in all the case of Collateral. It is understood that no transaction pursuant to this Section 6.4 shall be permitted unless any merger involving Holdings, a Borrower Investment or a Subsidiary Guarantor, Holdings, such Borrower Disposition made in connection therewith is also expressly permitted by Section 6.5 or such Subsidiary Guarantor6.7, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. (a) Merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (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)) or any line of business or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Restricted Subsidiary of any Borrower may merge into with a Person pursuant to a Permitted Acquisition if the Borrower (or such Restricted Subsidiary if the Borrower in is not a transaction in which party to such Borrower merger) is the surviving entityPerson, (ii) any Restricted Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided another Restricted Subsidiary, provided, that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with is a Borrower or Holdings)Guarantor, such Subsidiary the Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Person, (iii) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)Loan Party, (iv) any Restricted Subsidiary of Holdings (other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Guarantor) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, Lenders and (viv) Holdings or any HMO Subsidiary of Holdings and Insurance Subsidiary may merge with any other HMO Subsidiary, Insurance Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person that is not a wholly-owned Restricted Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)7.4.

Fundamental Changes. Merge into or consolidate with any other Personof the Credit Agreement is hereby amended by inserting the following text immediately preceding the period (“.”) at the end of said Section: “; provided, that the Borrower may, or permit may cause its Subsidiaries to, liquidate, wind up, dissolve, deregister or take similar action with respect to (i) any other Person of the Foreign Subsidiaries listed on Schedule 7.04(a) (Dormant Foreign Subsidiaries) or (ii) any Permitted Restructured Foreign Subsidiary that the Administrative Agent approves in writing (such approval shall be subject to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose the Administrative Agent’s receipt and review of (in one transaction x) a certificate from a Responsible Officer of the Borrower certifying that (A) such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”, (B) the contemplated liquidation, windup, dissolution, deregistration or in a series similar action of transactionssuch Permitted Restructured Foreign Subsidiary is necessary for or beneficial to (taking into account all relevant factors) all or the Borrower and its Subsidiaries, (C) substantially all of its the assets of such Permitted Restructured Foreign Subsidiary have been transferred or will be transferred in connection with the contemplated liquidation, wind up, dissolution, deregistration or similar action to the Borrower or a Subsidiary of the Borrower (or that such assets have been otherwise Disposed (or will be Disposed in each caseconnection with the contemplated liquidation, whether now owned wind up, dissolution, deregistration or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof similar action) pursuant to a Disposition permitted by this Agreement) and immediately after giving effect thereto (D) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to such liquidation, wind up, dissolution, deregistration or similar action and (y) any other documentation or information, financial or otherwise, that the Administrative Agent reasonably requests, including, without limitation, calculations in reasonable detail supporting Borrower’s certification that such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”); provided, further, that in connection with strategic tax planning by the Borrower and its Subsidiaries, notwithstanding anything to the contrary in this Agreement, but subject to each Loan Party’s obligations under Section 6.14 and Section 6.20 of this Agreement to the extent applicable, (i) any Subsidiary the Borrower may, or may cause its Subsidiaries to, restructure the ownership of any Borrower may merge into such Borrower those Foreign Subsidiaries identified on Schedule 7.04(b)(Restructured Foreign Subsidiaries), including in a transaction manner that may result in which one or more of such Foreign Subsidiaries becoming Subsidiaries of other Foreign Subsidiaries of the Borrower is the surviving entityand no longer being owned directly by a Loan Party, and (ii) any Subsidiary with the prior written consent of Holdings the Administrative Agent, the Borrower may, or may merge into Holdings or any cause its Subsidiaries to, restructure the ownership of Permitted Restructured Foreign Subsidiaries, including in a manner that may result in such Permitted Restructured Foreign Subsidiaries becoming subsidiaries of other Subsidiary Foreign Subsidiaries of Holdings Borrower and no longer being owned directly by a Loan Party, subject to the Administrative Agent’s receipt and review of (provided x) a certificate from a responsible officer of the Borrower confirming that (A1) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving each entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous subject to the Lendersproposed restructuring meets the definition of “Permitted Restructured Foreign Subsidiary”, and (vi2) Holdings no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to such restructuring, and (y) any other documentation or information, financial or otherwise, that the Administrative Agent reasonably requests, including, without limitation, calculations in reasonable detail supporting Borrower’s certification that such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”. In accordance and compliance with Section 9.11(b) (Collateral and Guaranty Matters), the Administrative Agent is authorized, without further action or consent of the Lenders or L/C Issuer, to release any Pledged Stock of any Foreign Subsidiary set forth on Schedule 7.04(a) or Schedule 7.04(b), together with each Subsidiary of Holdings may merge such Foreign Subsidiary, and any Permitted Restructured Foreign Subsidiary in connection with a Person that is not a Subsidiary any liquidation, wind up, dissolution, deregistration or similar action or restructuring permitted pursuant to this Section 7.04 (Fundamental Changes) upon the occurrence of Holdings immediately such event or, to the extent reasonably necessary to facilitate the occurrence of such contemplated event, prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantorevent, as applicable, is the continuing or surviving entity or, well as in the case of connection with any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Permitted Intercompany Merger.”.

Fundamental Changes. Merge into (a) None of Ultimate Parent, Intermediate Parent, the Borrower or the other Loan Parties will (i) dissolve or be liquidated or (ii) merge or consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with itunless, or sell, transfer, lease or otherwise dispose in the case of this clause (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquiredii), or liquidate or dissolve, except that, if (A) at the time thereof and immediately after giving effect thereto no Default or Event of Default (and no Default under Section 7.04) shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if Ultimate Parent, Intermediate Parent, the Borrower or any Subsidiary Guarantor other Loan Party is not the survivor of any such consolidation or merger involving such Person, (1) Ultimate Parent, at the time thereof and immediately after giving effect thereto, shall be in compliance on a party pro forma basis with the financial covenant contained in Section 7.08 as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of the most recent period of four fiscal quarters of Ultimate Parent for which financial statements have been delivered pursuant to Section 6.01 (or, prior to the first such delivery, ending with the most recent fiscal quarter referred to in Section 5.05(a)), as demonstrated by delivery to the Administrative Agent of a certificate of a Responsible Officer of Ultimate Parent to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger, (2) the surviving Person of such consolidation or merger shall expressly assume all the rights and obligations of Ultimate Parent, Intermediate Parent, the Borrower or such other Loan Party, as the case may be, under this Agreement and the other Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and shall thereafter be deemed to be Ultimate Parent, Intermediate Parent, the Borrower or such other Loan Party, as the case may be, for all purposes hereunder, (3) such consolidation or merger will not result in a Change of Control and (4) such consolidation or merger will not result in a change in the jurisdiction of organization of Ultimate Parent, Intermediate Parent, the Borrower or such other Loan Party, as applicable (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(iiUnited States).

Fundamental Changes. Merge The Parent Borrower 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (ia) any Subsidiary of any Borrower Person may merge into such the Parent Borrower in a transaction in which such the Parent Borrower is the surviving entitycorporation, (iib) any Person may merge or consolidate with any Wholly Owned Subsidiary Guarantor so long as the surviving entity is or becomes a Wholly Owned Subsidiary Guarantor, (c) any Subsidiary may Dispose of Holdings its assets to the Parent Borrower or any Wholly Owned Subsidiary Guarantor pursuant to a transaction of liquidation or dissolution, (d) the Parent Borrower or any Subsidiary may Dispose of any Subsidiary pursuant to a merger of such Subsidiary in a Disposition permitted by Section 6.6, (e) any Foreign Subsidiary or other Subsidiary that is not a Subsidiary Guarantor may merge into Holdings or consolidate with any other Person so long as the surviving entity is a Subsidiary of Holdings (provided that (A) if Kmart Corp. in the case of a merger or consolidation involving a Foreign Subsidiary Borrower, the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart Borrower) or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose Dispose of its assets to any Borrower, to Holdings or other Subsidiary pursuant to a Subsidiary transaction of Holdings liquidation or dissolution and (provided that if f) the Parent Borrower may merge or consolidate into any other Person so long as (i) the surviving entity assumes all the Obligations of the Parent Borrower hereunder and under the other Loan Documents pursuant to a written agreement satisfactory to the Administrative Agent, (ii) the surviving entity is organized under the laws of a jurisdiction within the United States of America, (iii) no Default or Event of Default shall have occurred and be continuing, or would occur after giving effect to such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)merger, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to Parent Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, as applicable, with the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (exceptcovenants contained in Section 6.1, in each case recomputed as at the case last day of SRAC, the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is available as provided if such merger or consolidation had occurred on the first day of each relevant period for testing such compliance (as demonstrated in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests a certificate of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous a Financial Officer delivered to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately Administrative Agent at least ten Business Days prior to such merger ifor consolidation) and (v) all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such merger or consolidation to have a valid, legal and perfected security interest in all the case of Collateral to the same extent as prior to such merger or consolidation. It is understood that no transaction pursuant to this Section 6.4 shall be permitted unless any merger involving Holdings, a Borrower Investment or a Subsidiary Guarantor, Holdings, such Borrower Disposition made in connection therewith is also expressly permitted by Section 6.5 or such Subsidiary Guarantor6.6, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers or Sears may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken or merge with a Person that is not a Subsidiary, in the ordinary course of its business or determined by Holdings or the Borrowers in good faith each case pursuant to be in the best interests of Holdings, the Borrowers and their Subsidiariesa Permitted Disposition, (v) any Subsidiary of Holdings other than the Borrowers Borrowers, Sears or any Material Subsidiary Guarantor (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers Borrowers, Sears, the other Material Subsidiary Guarantors and their Subsidiaries and is not materially disadvantageous in any material respect to Holdings, the Borrowers, Sears, the other Material Subsidiary Guarantors or the Lenders; provided, and that a Material Subsidiary Guarantor may liquidate or dissolve into a Person that is a Subsidiary of Holdings immediately prior to such liquidation or dissolution, if the continuing or surviving entity is or shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii), (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)) and (vii) any Credit Card Royalty Securitization Subsidiary may sell or otherwise finance or Dispose of the assets subject to the Credit Card Royalty Securitization; provided that contemporaneously with (x) the occurrence of any of the actions permitted to be taken pursuant to the foregoing clauses (i) through (vi) of this clause (b) or (y) the consummation of a Credit Card Royalty Securitization, the Borrowers shall furnish to the Collateral Agent an updated Borrowing Base Certificate.

Fundamental Changes. Merge into (a) The Borrower will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all its assets, or all or substantially all the stock of its assets any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into the Borrower or any other Subsidiary; provided, that in the case of any merger of one Subsidiary into another, if either of such Borrower in Subsidiaries shall be a transaction in which such Borrower is Guarantor, the surviving entity, or resulting Subsidiary must at all times after such merger be a Guarantor; (ii) any Subsidiary may sell, lease or otherwise transfer all or substantially all its assets to the Borrower or to another Subsidiary; provided, that in the case of Holdings any such transfer by one Subsidiary to another, if the transferor Subsidiary shall be a Guarantor, the transferee Subsidiary must at all times after such transfer be a Guarantor; (iii) any Person other than a Subsidiary may merge into Holdings with the Borrower or any other Subsidiary of Holdings (provided a Subsidiary; provided, that (A) if Kmart Corp. in the case of a merger to which the Borrower is a party to such mergerparty, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall the Borrower must be the continuing surviving or surviving entityresulting corporation, (B) in the case of a merger to which a Subsidiary is a party, the surviving or resulting Person must be a Subsidiary (and, if any such constituent Subsidiary Guarantor is shall have been a party to such merger (other than with Guarantor, a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor Guarantor) and (C) if SRAC is in the case of any merger referred to in this clause (iii), the Borrower shall be in compliance on a party pro forma basis with the covenants set forth in Sections 6.08 and 6.09 as of the end of and for the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.01, giving effect to such merger, then Sears shall comply with merger and any related incurrence or repayment of Indebtedness as if it had occurred at the requirements beginning of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral period; and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge (a) The Borrowers 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such a Borrower in a transaction in which such Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings (other than a Borrower) may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Subsidiary, (iii) a Person may be merged into a Borrower or any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or pursuant to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral Permitted Acquisition, and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings (other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Borrower) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless also permitted by Section 6.04. The Borrowers will not, nor will they permit any Subsidiary to, make any Asset Disposition except for (i) Asset Dispositions expressly permitted by Sections 6.04, 6.06 or 6.07 and (ii) other Asset Dispositions of property that, together with all other property of the Borrowers and the Subsidiaries previously leased, sold or disposed of in Asset Dispositions made pursuant to Section 6.03(b) during the case twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of any merger involving Holdings, the property of the Parent and its Subsidiaries; provided that under no circumstances shall the Equity Interests in a Borrower or be included in a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)permitted Asset Disposition.

Fundamental Changes. Merge (a) No Loan Party will, nor will it 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 sell, transfer, lease or otherwise dispose Dispose of (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), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower Person (other than the Borrower) may merge into such or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, the Borrower in a transaction in which the Borrower is the surviving entity or transferee, (ii) any Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, any other Loan Party in a transaction in which the surviving entity or transferee is a Loan Party, and if any such Borrower Loan Party is a Domestic Subsidiary, such Domestic Subsidiary shall be the surviving entity or transferee, (iii) any Subsidiary that is not a Loan Party may merge into or be consolidated with any other Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease merge into or otherwise dispose of its assets to be consolidated with a Person that is not a Loan Party if after giving effect to such merger, such Person becomes a wholly-owned Subsidiary through transactions which are undertaken in of the ordinary course of its business or determined by Holdings or Borrower and a Loan Party, provided that no Domestic Subsidiary may merge into a Foreign Subsidiary unless the Borrowers in good faith to be in Domestic Subsidiary is the best interests of Holdings, the Borrowers and their Subsidiariessurviving entity, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate into the Borrower or any other Subsidiary or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless also permitted by Section 6.04. Anything in this Section to the contrary notwithstanding, in no event may the case of any merger involving Holdings, a Borrower or a Domestic Subsidiary Guarantormerge into or be consolidated with a Foreign Subsidiary, Holdings, such unless the Borrower or such Domestic Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)entity.

Fundamental Changes. Merge The Borrower will not, and will not permit any Significant 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 a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Significant Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower Person may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) the Borrower may consolidate with any Subsidiary Person in a transaction in which Persons who were shareholders of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party the Borrower immediately prior to such mergertransaction hold, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party immediately after giving effect to such merger transaction, Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the resulting Person (other than with a and such resulting Person has assumed all obligations of the Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements hereunder by operation of Section 6.01(d)law), (iii) any Person may merge into any Significant Subsidiary of Holdings other than in a transaction in which the Borrowers surviving entity is a Significant Subsidiary, (iv) any Significant Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any Borrower, the Borrower or to Holdings or another Significant Subsidiary (including to a Subsidiary that becomes a Significant Subsidiary as a result of Holdings (provided that if such sale or transfer includes Collateral disposition) and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Significant Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve dissolve, or the Borrower or any Significant Subsidiary may discontinue any line of business, if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation liquidation, dissolution or dissolution discontinuation is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge (a) The Borrower 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 sell, transfer, lease or otherwise dispose of (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), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (in a transaction in which the surviving entity is a Subsidiary, provided that (A) if Kmart Corp. is a party to any such merger, such merger transaction shall be with Holdingsbetween a Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, Kmart or a direct and such Subsidiary of Kmart Corp. and Kmart Corp. shall be Guarantor is not the continuing or surviving entitycorporation, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be then the continuing or surviving entity or corporation shall have assumed all of the continuing or surviving entity shall become a obligations of such Subsidiary Guarantor hereunder and (C) if SRAC is a party under the other Loan Documents pursuant to such merger, then Sears shall comply with documentation satisfactory to the requirements of Section 6.01(d))Administrative Agent in form and substance, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary of Holdings (another Subsidiary, provided that if any such sale or transfer includes Collateral transaction shall be between a Subsidiary Guarantor and the transferee a Subsidiary not a Subsidiary Guarantor, and if such Subsidiary Guarantor is not the Borrower continuing or Holdingssurviving corporation, then the transferee continuing or surviving corporation shall be a have assumed all of the obligations of such Subsidiary Guarantor)Guarantor hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger that would otherwise be permitted by this Section 6.03 involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless also permitted by Section 6.04 and (v) the Borrower may merge into a newly formed, "shell" corporation organized under the laws of the Commonwealth of Virginia in a transaction intended merely to "reincorporate" the case of any merger involving HoldingsBorrower as a Virginia corporation, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is provided that (i) the continuing or surviving entity orcorporation shall have assumed all of the obligations of the Borrower hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance, in the case of any merger involving a Subsidiary Guarantor, the (ii) no Default shall have occurred and be continuing or surviving entity would result therefrom and (iii) the Lenders shall become have received a Subsidiary Guarantor legal opinion from counsel to the Borrower acceptable to the Administrative Agent and in accordance with Section 6.01(i)(ii)form, scope and substance acceptable to the Administrative Agent as to such merger and such assumption.

Fundamental Changes. Merge into The Borrower, the Subsidiary Guarantor and each Designated Borrower shall not: merge, dissolve, liquidate or consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose 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 (in each case, whether now owned or hereafter acquired), taken as a whole, to or liquidate or dissolvein favor of any Person; provided, except 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 continuing, (i) any Subsidiary of any Borrower Person may merge with or into such Borrower in or consolidate with the Borrower, the Subsidiary Guarantor or a transaction in which such Designated Borrower, if (A) any of the Borrower, the Subsidiary Guarantor or a Designated Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings Person or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any the Borrower, the Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any applicable Designated Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and as the transferee case may be, is not the Borrower or Holdingssurviving Person, (x) all Obligations of the Borrower, the transferee Subsidiary Guarantor or the applicable Designated Borrower, as the case may be, shall have been assumed by the surviving Person by operation of Law or through assumption documents satisfactory to the Administrative Agent and (y) the surviving Person shall be a Subsidiary Guarantor), (iv) organized under the laws of any Subsidiary of Holdings other than jurisdiction within the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the LendersUnited States, and (viii) Holdings the Borrower, the Subsidiary Guarantor or a Designated Borrower may (A) merge into any of its Subsidiaries for the purpose of effecting a change in its state of incorporation (if all Obligations shall have been assumed by such Subsidiary by operation of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior Law or through assumption documents satisfactory to such merger ifthe Administrative Agent), and (B) reincorporate in any other jurisdiction in the United States, but must in each case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is promptly notify the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Administrative Agent thereof.

Fundamental Changes. Merge (a) The Borrower will not, nor will it 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower Person may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) subject to Section 6.17, any Subsidiary of Holdings Person may merge into Holdings or any other Subsidiary in a transaction in which the surviving entity is (or upon consummation of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be becomes a Subsidiary in accordance with Holdingsthe terms of this Agreement) a Subsidiary and, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become is a Subsidiary Guarantor and (C) if SRAC is Loan Party, a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Subsidiary Loan Party, (iii) any Subsidiary of Holdings may merge or consolidate with any other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets Person in order to any Borrower, to Holdings or to effect a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral Permitted Acquisition and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and ; provided that (vix) Holdings or any Subsidiary of Holdings may merge with such merger involving a Person that is not a Wholly Owned Subsidiary of Holdings immediately prior to such merger if, in the case of shall not be permitted unless also permitted by Section 6.04 and (y) any merger involving Holdings, a Borrower such liquidation or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger dissolution involving a Subsidiary Guarantorthat is a License Subsidiary shall not be permitted unless such License Subsidiary conveys, the continuing leases, sells, transfers or surviving entity shall become otherwise disposes of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, to a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)License Subsidiary.

Fundamental Changes. Merge (a) The Borrower 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 sell, transfer, lease or otherwise dispose of (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), or liquidate or dissolve, except 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 Subsidiary of any Borrower other Person, including a Subsidiary, may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Subsidiary, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)to another Subsidiary, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (viv) Holdings so long as no Event of Default has occurred or is continuing or would 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 (x) is organized and validly existing under the laws of the United States or any Subsidiary State thereof, (y) such Person shall assume all obligations of Holdings the Borrower hereunder, pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (z) the Administrative Agent shall have received a favorable opinion of counsel to such other Person covering such matters relating to such assumption as the Administrative Agent may merge with reasonably request, and which opinion shall otherwise be in form and substance satisfactory to the Administrative Agent; provided that any such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)6.05.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any of its Consolidated Subsidiaries 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 a series of transactions) its assets as an entirety or substantially as an entirety, or all or substantially all of the Capital Stock of any of its assets Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower Person may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Consolidated Subsidiary of Holdings may merge into Holdings or with any other Subsidiary of Holdings Consolidated Subsidiary, and (provided that iii) the Borrower may merge with or into or consolidate with or transfer its assets as an entirety or substantially as an entirety to any Person, so long as (A) if Kmart Corp. is a party immediately prior to and immediately after giving effect to such merger, such merger consolidation or transfer, the Person with or into which the Borrower shall be with Holdings, Kmart ultimately merge or a direct Subsidiary of Kmart Corp. and Kmart Corp. consolidate or to whom the Borrower shall be ultimately transfer its assets as an entirety or substantially as an entirety is in the continuing or surviving entity, Utility Business; (B) if any Subsidiary Guarantor the Required Lenders shall have determined (so long as such determination is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor exercised in good faith and (C) if SRAC is a party to such merger, then Sears shall comply after consultation with the requirements Borrower) that the rating of Section 6.01(d))the first mortgage bonds (or bonds otherwise denominated that benefit from a first Lien on such Person’s utility assets, (iii) any Subsidiary of Holdings other than the Borrowers may sellor, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or HoldingsPerson has no first mortgage bonds, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary rating of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose senior unsecured long-term Indebtedness of its assets to a such Person that is not a Subsidiary through transactions which are undertaken in guaranteed and does not benefit from any other credit enhancement) of the ordinary course surviving Person of its business any such merger, consolidation, acquisition or determined transfer of assets shall be at least BBB- or higher by Holdings S&P and Baa3 or higher by Xxxxx’x (unless the Borrowers in good faith requirements of this clause (B) shall have been waived by the Required Lenders); provided that the requirement of this clause (B) shall be deemed to be in have been satisfied if, prior to the best interests consummation of Holdingsany such merger, consolidation or transfer, the Borrowers and their SubsidiariesBorrower shall have delivered written evidence from each such Rating Agency to the effect that, (v) any Subsidiary upon such merger, consolidation or transfer, the applicable rating of Holdings other such surviving Person would be equal to or higher than the Borrowers ratings specified in this clause (except, in the case of SRAC, as provided in Section 6.01(dB); (C) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdingsor consolidation or transfer of assets in which the Borrower is not the surviving corporation, a the Person formed by any such consolidation or transfer of assets or into which the Borrower shall be merged or a Subsidiary Guarantorconsolidated or to which such assets are transferred shall have executed an agreement in form reasonably satisfactory to the Administrative Agent containing an assumption by the surviving Person of the due and punctual performance of each obligation, Holdingsagreement, such Borrower covenant and condition of each of the Loan Documents and the Mortgage Indenture to be performed or such Subsidiary Guarantor, as applicable, is complied with by the continuing or surviving entity orBorrower; and (D) the Administrative Agent shall have received an opinion of counsel, in form and substance reasonably satisfactory to the case Administrative Agent and its counsel, with respect to the due authorization, execution, delivery, validity and enforceability of any merger involving a Subsidiary Guarantorthe assumption agreement referred to in clause (C) of this Section 6.03, of the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)enforceability and continuation of the Liens created pursuant to the Security Documents and such other matters as the Required Lenders may reasonably require.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any Subsidiary (other than Carrier Enterprise) to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (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)) or all or substantially all of the stock of any such Subsidiary (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any such Subsidiary of any Borrower may merge into with a Person if the Borrower (or such Subsidiary if the Borrower in is not a transaction in which party to such Borrower merger) is the surviving entityPerson (provided that in the case of an Acquisition permitted by Section 7.4 by a Subsidiary Loan Party, the acquired company may be the surviving Person so long as such acquired company becomes a Subsidiary Loan Party as required by Section 5.10(a)), (ii) any such Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided another Subsidiary; provided, that (A) if Kmart Corp. is a any party to such mergermerger is a Subsidiary Loan Party, such merger shall be with Holdings, Kmart or a direct the Subsidiary of Kmart Corp. and Kmart Corp. Loan Party shall be the continuing surviving Person (and if the non-surviving Subsidiary was also a Subsidiary Loan Party, the Administrative Agent, upon such event and at the request and expense of the Borrower and/or the surviving Subsidiary Loan Party, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Loan Party from its obligations under the Subsidiary Guarantee Agreement) or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become is not a Subsidiary Guarantor Loan Party, the surviving Person (including Carrier Enterprise, if applicable) shall execute and (C) if SRAC is a party deliver to such merger, then Sears shall comply with the requirements Administrative Agent an agreement guaranteeing payment of Section 6.01(d))the Obligations in form and substance satisfactory to the Administrative Agent and the Required Lenders, (iii) any such Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral Loan Party, and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any such Subsidiary of Holdings (other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Loan Party) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders; provided, and (vi) Holdings or that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly-owned Subsidiary of Holdings (other than Carrier Enterprise) immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)7.4.

Fundamental Changes. Merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into liquidate, wind up its affairs or consolidate with itdissolve itself, or sell, transfer, lease or otherwise dispose of (in one each case whether in a single transaction or in a series of related transactions, provided that (i) any Restricted Subsidiary of a Borrower may merge into or consolidate or amalgamate with, or be liquidated into, (x) such Borrower (so long as such Borrower is the surviving or continuing entity) or (y) any other Restricted Subsidiary of such Borrower (so long as, if either constituent entity is an Obligor, the surviving or continuing entity is an Obligor), and in each case so long as no Event of Default has occurred and is continuing or would result therefrom; (ii) any Restricted Subsidiary of a Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x)(1) if the Restricted Subsidiary was an Obligor, the surviving entity is an Obligor or (2) such merger or consolidation or amalgamation otherwise constitutes a Permitted Investment, and (y) no Event of Default has occurred and is continuing or would result therefrom; (iii) a Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x) such Borrower is the surviving entity and, (y) such merger or consolidation or amalgamation constitutes a Permitted Investment; (iv) any Restricted Subsidiary may merge into or consolidate or amalgamate with (a) any Obligor or (b) any other Restricted Subsidiary (that is not an Obligor) so long as in the case of this clause (b), such merger or consolidation or amalgamation constitutes a Permitted Investment and (v) to the extent not otherwise permitted under the foregoing clauses, any Restricted Subsidiary that (A) has sold, transferred or otherwise disposed of all or substantially all of its assets (in each case, whether now owned connection with a Permitted Asset Disposition and no longer conducts any active trade or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof business and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is in its good-faith determination, believes that a party to such merger (other than with a Borrower dissolution, liquidation or Holdings), such Subsidiary Guarantor shall be the continuing winding-up or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease amalgamation or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution consolidation is in the best interests interest of Holdings, the Borrowers and their Subsidiaries and is it not materially disadvantageous to the Lenders, Lenders and (vi) Holdings or any assets of such Restricted Subsidiary not otherwise disposed of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)a Permitted Asset Disposition are transferred to, or otherwise owned by, an Obligor, may be liquidated, wound up and dissolved or merged, amalgamated or consolidated out of existence into any Borrower or another Restricted Subsidiary. Notwithstanding anything to the contrary herein, any Obligor may merge into or consolidate or amalgamate with an Affiliate of the Lead Borrower for the purpose of reincorporating or reorganizing the Obligor in the United States, any state thereof or the District of Columbia so long as the amount of Debt of the Lead Borrower and its Restricted Subsidiaries is not increased to an amount not permitted hereunder.

Fundamental Changes. Merge (a) No Loan Party will, nor will it 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 sell, transfer, lease or otherwise dispose Dispose of (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), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower Person (other than the Borrower) may merge into such or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, the Borrower in a transaction in which the Borrower is the surviving entity or transferee and, if such Borrower Person is not a Subsidiary, such merger or consolidation constitutes a Permitted Acquisition, (ii) any Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, any other Loan Party in a transaction in which the surviving entity or transferee is a Loan Party and, if such Person is not a Subsidiary, such merger constitutes a Permitted Acquisition, and if any such Loan Party is a Domestic Subsidiary, such Domestic Subsidiary shall be the surviving entity or transferee, (iii) any Subsidiary that is not a Loan Party may merge into or be consolidated with any other Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease merge into or otherwise dispose of its assets to be consolidated with a Person that is not a Loan Party if after giving effect to such merger, such Person becomes a wholly-owned Subsidiary through transactions which are undertaken in of the ordinary course of its business or determined by Holdings or Borrower and a Loan Party, provided that no Domestic Subsidiary may merge into a Foreign Subsidiary unless the Borrowers in good faith to be in Domestic Subsidiary is the best interests of Holdings, the Borrowers and their Subsidiariessurviving entity, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate into the Borrower or any other Subsidiary or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless also permitted by Section 6.04.Anything in this Section to the contrary notwithstanding, in no event may the case of any merger involving Holdings, a Borrower or a Domestic Subsidiary Guarantormerge into or be consolidated with a Foreign Subsidiary, Holdings, such unless the Borrower or such Domestic Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)entity.

Fundamental Changes. Merge The Borrower will not, and will not permit any Significant 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 sell, transfer, lease or otherwise dispose of (directly or indirectly, 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 (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower or other Person may merge into such or consolidate with the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))[reserved], (iii) the Borrower or any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)to another Subsidiary, (iv) so long as no Change of Control would result therefrom and the surviving entity is organized under the laws of the United States, any Subsidiary state thereof or the District of Holdings Columbia and agrees in writing in a manner and pursuant to documentation reasonably acceptable to the Administrative Agent to assume the obligations of the Borrower under the Loan Documents (and provides customary certificates and legal opinions in connection therewith consistent with such relevant certifications and legal opinions delivered on the Effective Date and otherwise reasonably acceptable to the Administrative Agent), the Borrower may merge into or consolidate with any other than Person; provided that the Borrowers may sellBorrower agrees to use commercially reasonable efforts to provide any documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, transferincluding the USA PATRIOT Act, lease or otherwise dispose of its assets with respect to a such other Person that is not reasonably requested by the Administrative Agent or a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their SubsidiariesLender, (v) any Subsidiary of Holdings may merge into or consolidate with any other than Person in a transaction in which the Borrowers surviving entity is a Subsidiary, (except, in the case of SRAC, as provided in Section 6.01(d)vi) any Subsidiary may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vivii) Holdings or any Subsidiary of Holdings may merge with any other Person in a Person that transaction in which the surviving entity is not a Subsidiary Subsidiary; provided that such transaction does not constitute the disposition of Holdings immediately prior to such merger if, in all or substantially all assets of the case of any merger involving Holdings, Borrower and its subsidiaries taken as a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)whole.

Fundamental Changes. Merge into or Merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto so long as no Default exists or Event of Default shall have occurred and be continuing would result therefrom, (i) any Subsidiary of any Borrower Person may merge into such with or into, consolidate with or amalgamate with the Borrower in a transaction in which such the Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entityPerson, (Bii) if any Subsidiary Guarantor is a party to such merger Person (other than Parent Guarantor) may merge with or into, consolidate with or amalgamate with any Subsidiary (other than the Borrower) in a Borrower or Holdings), such Subsidiary Guarantor shall be transaction in which the continuing or surviving entity or the continuing or surviving entity Person shall become be a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with of the requirements of Section 6.01(d))Borrower, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower may merge with or Holdingsinto, the transferee shall be consolidate with or amalgamate with any Person in order to consummate an Investment permitted by Section 7.02 or a Subsidiary Guarantor), Disposition permitted by Section 7.05; (iv) any Subsidiary of Holdings other than the Borrowers Borrower may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdingsmerge into, the Borrowers Parent Guarantor, the Borrower or any other Subsidiary of the Borrower; and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) Borrower may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders. For the avoidance of doubt, in connection with an internal restructuring, (x) DOC OP may merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all its assets to, DOC or the Borrower and (viy) Holdings DOC may merge, consolidate or any Subsidiary of Holdings may merge amalgamate with a Person that is not a Subsidiary of Holdings immediately prior to such merger ifor into, or distribute or transfer all or substantially all its assets to, the Borrower, it being understood and agreed that, in the case event the successor or transferee entity in any such transaction expressly assumes the obligations of DOC OP under any merger involving Holdings, a Borrower or a Subsidiary Guarantor, HoldingsDOC Debt, such Borrower or such Subsidiary Guarantor, as applicable, is assumption shall be permitted notwithstanding anything to the continuing or surviving entity or, contrary in the case this Article VII and shall not constitute a new incurrence of any merger involving a Subsidiary GuarantorIndebtedness for purposes Section 7.03; provided that, the continuing or surviving entity Loan Parties shall become a Subsidiary Guarantor provide such customary “know your customer” documentation as the Lenders may reasonably require in accordance connection with Section 6.01(i)(ii)such transfer.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (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)) 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, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower Xxxx Realty OP may merge with and into Xxxx Realty OP (it being understood and agreed that in any such Borrower in a transaction in which such Borrower is event Xxxx Realty OP will be the surviving entityPerson), (ii) any Subsidiary of Holdings Xxxx OP may merge with and into Holdings or Xxxx OP (it being understood and agreed that in any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall event Xxxx OP will be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)Person), (iii) any Subsidiary of Holdings other than Xxxx Realty OP or Xxxx OP may merge into another Subsidiary of Xxxx Realty OP or Xxxx OP, respectively, provided that if any party to such merger is a Subsidiary Guarantor or a Pool Property Owner, the Borrowers Subsidiary Guarantor or Pool Property Owner, as applicable, shall be the surviving Person, (iv) any Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any the Borrower, to Holdings Xxxx Realty OP, Xxxx OP, or to a Subsidiary Guarantor, and (v) the liquidation or dissolution of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease Xxxx Realty OP or otherwise dispose of its Xxxx OP that does not own any assets to a Person that will be permitted so long as such Subsidiary is not a Guarantor (or if such Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, so long as applicable, is the continuing or surviving entity or, in parties comply with the case provisions of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii2.29(a)).

Fundamental Changes. Merge into The Borrower will not, nor will it permit any Material Subsidiary to, merge or consolidate with any other Person, or permit into any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each caseas used herein, whether now owned or hereafter acquiredincluding capital stock and/or other ownership interest) (collectively, “Disposition”), except, that a Material Subsidiary may merge into the Borrower or liquidate another Material Subsidiary or dissolve, except that, any other Person (other than the Borrower) if at the time thereof and immediately after giving effect thereto such Person becomes a Material Subsidiary, the Borrower may merge with another Person if (A) the Borrower is the corporation surviving such merger and (B) after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing, Dispositions may be made to the Borrower or a Material Subsidiary (ior a party that concurrently therewith will become a Material Subsidiary), Dispositions may be made by a Material Subsidiary to another Person that concurrently therewith will become a Material Subsidiary, Dispositions may be made of all or any portion of the assets or capital stock of (or other ownership interest in) any Subsidiary Enable Entity, or any Enable Entity may merge or consolidate with any Person, so long as during the period from the Closing Date to the date of such transaction the aggregate amount of Energy-Related Assets transferred by OG&E, either directly or indirectly, to any of the Enable Entities (i.e., calculated in the aggregate) and subsequently sold, transferred or otherwise disposed of to an unaffiliated third party shall not exceed 25% of the total assets of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP, as shown on the consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered to the Lender pursuant to Section 6.1.1 or 6.1.2, as applicable, prior to the date of determination, Dispositions of accounts and receivables (and other related assets) pursuant to a Receivables Purchase Facility, Dispositions of Designated Charges and other related assets in connection with the issuance of any Approved Cost Recovery Bonds and Dispositions by the Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (and its Subsidiaries not otherwise permitted under this Section 6.10; provided that (Ax) if Kmart Corp. is at the time of such Disposition, no Default shall exist or would result from such Disposition (after giving effect to this clause (viii)) and (y) the aggregate book value of all property disposed of in reliance on this clause (viii) from and after the Closing Date shall not exceed 15% of the greater of the total assets of the Borrower and its Subsidiaries on a party to such merger, such merger shall be consolidated basis as determined in accordance with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entityGAAP, (Bx) if any Subsidiary Guarantor is a party to such merger (other than with a as shown on the consolidated balance sheet of the Borrower or Holdings)and its Subsidiaries as of December 31, such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor 2019 and (Cy) if SRAC is a party to such merger, then Sears shall comply with as shown on the requirements annual consolidated balance sheet of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdingsand its Subsidiaries as of December 31 of the year ending (after December 31, the transferee shall be a Subsidiary Guarantor), (iv2019) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger ifdisposition; provided, however, that any Disposition pursuant to Section 6.10(viii) shall be for fair market value as determined in good faith by the applicable board of directors or other governing body. No such Dispositions of the types described in clauses (i)-(viii) of the previous sentence shall in any event be prohibited under this Section 6.10, nor shall any Disposition permitted pursuant to clauses (i) through (vii) above be considered in any determination as to whether any other single or series of Dispositions constituted a sale by the Borrower or any Material Subsidiary of all or substantially all of its assets; provided that when evaluating whether a Disposition (other than a Disposition permitted pursuant to clauses (i)-(vii) above) constitutes a Disposition of all or substantially all of the assets of such Person, such determination shall be made on the basis of the relevant assets of such Person and its subsidiaries making such Disposition, excluding for such purpose, such Person’s interests, if any, in the case equity or assets of any merger involving Holdings, a Borrower the Enable Entities (as if such interests in such equity or a Subsidiary Guarantor, Holdings, assets had never been owned by such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(iiPerson).

Fundamental Changes. Merge (a) The Domestic Borrower 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such the Domestic Borrower in a transaction in which such the Domestic Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings (other than a Subsidiary Borrower) may merge into Holdings or any other Subsidiary of Holdings in a transaction in which the surviving entity is a Subsidiary (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct the Domestic Borrower's proportionate interest in the assets and business of the merged Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)has not diminished), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings the Domestic Borrower or to a another Subsidiary of Holdings (provided that if such sale the Domestic Borrower's proportionate interest in the assets sold, transferred, leased, or transfer includes Collateral and the transferee is disposed of has not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantordiminished), and (iv) any Subsidiary of Holdings (other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Borrower) may liquidate or dissolve if Holdings and the Borrowers determine Domestic Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Domestic Borrower and is not materially disadvantageous to the Lenders; provided, and however, that if any assets (viconstituting Collateral) Holdings of any of the Collateral Grantor Subsidiaries will be sold, assigned, transferred or otherwise disposed of in any Subsidiary way by virtue of Holdings may merge with a Person that is not a Subsidiary any of Holdings immediately prior the actions otherwise permitted under any of the foregoing clauses (i) through (iv), the parties to such merger ifor other such action shall notify the Administrative Agent and shall take all steps reasonably required by the Administrative Agent to preserve the Collateral Agent's first priority perfected security interest in all such Collateral, in the case prior to consummation of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)action.

Fundamental Changes. Merge into or The Borrower will not consolidate with any other Personor merge with or into, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or sellany substantial portion, transfer, lease of its properties and assets to one or otherwise dispose of (more Persons in one transaction or in a series of transactionsrelated transactions unless (i) if the Borrower is the surviving entity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) if the Borrower is not the surviving entity in any such consolidation or merger, each of the Lenders (or in the case of any such consolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, in the reasonable judgment of the Required Lenders affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its assets properties and assets, shall not be required to be wholly owned Subsidiaries if the transfer is for fair consideration as reasonably determined by the Borrower) and any such transferee that is a domestic Subsidiary becomes a joint and several guarantor hereunder pursuant to documentation (in each caseincluding closing documentation and opinions) reasonably satisfactory to the Administrative Agent (it being understood that the Borrower and the Administrative Agent, whether now owned on behalf of the Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as it may reasonably determine are necessary or hereafter acquireduseful). For the purposes of this Section, “Subsidiary” of the Borrower shall include any partnership, limited liability company or liquidate other entity of which shares of stock or dissolve, except that, if other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers thereof are at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entityowned, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing management of which is otherwise controlled, directly or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such mergerindirectly through one or more intermediaries, then Sears shall comply with or both, by the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge (a) The Company will not, and will 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 a series of transactions) assets (including capital stock of Material Subsidiaries) constituting all or substantially all the assets of its assets the Company and the Subsidiaries on a consolidated basis (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Company or any Subsidiary of any Borrower may merge with or consolidate into any Person (other than any Subsidiary), provided that the Company or such Borrower in a transaction in which such Borrower is Subsidiary, as the case may be, shall be the continuing or surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. the Company in a transaction in which the Company is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))corporation, (iii) any Subsidiary of Holdings other than may merge into any Subsidiary in a transaction in which the Borrowers surviving entity is a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings the Company or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiariesanother Subsidiary, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Company and is not materially disadvantageous to the Lenders, Lenders and (vi) Holdings the Company may dispose of one or any Subsidiary more Subsidiaries, which Subsidiaries may not be Borrowing Subsidiaries, not constituting all or substantially all the assets of Holdings may merge with the Company and the Subsidiaries on a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or consolidated basis by causing such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of Subsidiaries to be merged with or into any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)other Person.

Fundamental Changes. Merge (a) No Loan Party will, nor will it 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets (other than the sale of inventory in the ordinary course of business), or any stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower Person may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Subsidiary that is Loan Party concurrently with such merger, (ii) any Subsidiary may sell, transfer, lease or otherwise dispose of Holdings may merge into Holdings its assets to the Borrower or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is to a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. Loan Party and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor that is not a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers Loan Party may sell, transfer, lease or otherwise dispose of its assets to any BorrowerWholly-Owned Subsidiary, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the iii) Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken sell on fair and reasonable terms in the ordinary course of its business new slot machines, slot machines characterized as gaming operations machines, used slot machines and other gaming equipment returned to such Person by a customer and any other equipment or determined by Holdings or the Borrowers in good faith to be assets which in the best interests reasonable determination of HoldingsBorrower is obsolete, no longer needed for the Borrowers ordinary course of business or is otherwise replaced or upgraded, and their Subsidiaries, (viv) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a Wholly-Owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)6.04.

Fundamental Changes. Merge (a) The Borrower will not, and will 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 a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its assets Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to Subsidiary so long as, in the event that either such Subsidiary is a Guarantor, the surviving entity is a Guarantor or becomes a Guarantor concurrently with such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdingsto another Subsidiary so long as, in the event that the Subsidiary selling, transferring, leasing or otherwise disposing such assets is a Guarantor, the transferee shall be entity to which it sells, transfers, leases or otherwise disposes of its assets is the Borrower or a Subsidiary Guarantor)Guarantor or becomes a Guarantor concurrently with such asset sale, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, Lenders and (viv) Holdings or any Subsidiary of Holdings may merge into or consolidate with any Person in connection with a Permitted Acquisition so long as, in the event that such Subsidiary is a Guarantor, the surviving entity is a Guarantor or becomes a Guarantor concurrently with such merger or consolidation; provided that any such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)6.04.

Fundamental Changes. Merge (a) No Consolidated Entity will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such the Parent Borrower in a transaction in which such the Parent Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Wholly-Owned Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such mergerWholly-Owned Subsidiary and, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such mergerLoan Party, then Sears shall comply with the requirements of Section 6.01(d))is or becomes a Loan Party, (iii) any Subsidiary of Holdings (other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Loan Party) may liquidate or dissolve if Holdings and the Borrowers determine Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdingsthe Parent Borrower, the Borrowers and their Subsidiaries and is not materially disadvantageous to the LendersLenders and could not reasonably be expected to have a Material Adverse Effect, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) Holdings or any Subsidiary Consolidated Entity may effect the closure of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to division in such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Consolidated Entity.

Fundamental Changes. Merge (a) The Borrower will not, nor will it permit any of its Restricted Subsidiaries 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 a series of transactions) all or substantially all any substantial part of its assets assets, or any of its Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business, and if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary of any Borrower may merge into such the Borrower in a transaction in which such the Borrower is the surviving entity, (ii) any Restricted Subsidiary of Holdings may merge into Holdings or any other Restricted Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Restricted Subsidiary, (iii) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)to another Restricted Subsidiary, (iv) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, (v) the Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any of its Restricted Subsidiaries or that is being replaced by equipment of comparable value and utility, (vi) Holdings the Borrower or any Restricted Subsidiary may sell, transfer or otherwise dispose of Holdings the Excluded Properties; (vii) the Borrower or any Restricted Subsidiary may merge sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties with a Person value not exceeding, in the aggregate for the Borrower and its Restricted Subsidiaries taken, as a whole, 5% of the Borrowing Base between scheduled redeterminations as determined pursuant to the terms of the Revolving Facility Documents (or if the Revolving Facility has been terminated, as determined by the Administrative Agent in substantially the same manner as set forth in the Revolving Facility Documents). Notwithstanding the foregoing, the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties not otherwise permitted pursuant to the foregoing clause (vii) provided that is not a (A) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Borrowing Base Properties, interest therein or Restricted Subsidiary of Holdings immediately prior subject to such merger ifthe sale or other disposition (as reasonably determined by, in the case of any merger involving Holdingssale or disposition of the Borrowing Base Properties with a value equal to or greater than $15,000,000) the Board of Directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Financial Officer certifying to that effect), (B) 100% of the consideration for such sale or other disposition shall be in the form of cash or Permitted Investments and (C) except for the Net Cash Proceeds from the sale or other disposition of the Excluded Properties, an amount equal to 100% of the Net Cash Proceeds received from such sale or other disposition shall be used within 90 days of such disposition (1) to acquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the properties sold or otherwise disposed of or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries (the “Reinvestment Deferred Amount”), (2) to repay Indebtedness under the Revolving Facility (with a Subsidiary Guarantorcorresponding permanent reduction of the commitments thereunder) or (3) to prepay the Loans. For purposes of the foregoing clause (vi), Holdings, such Borrower the value of any Oil and Gas Interests included in the Borrowing Base Properties shall be as determined pursuant to the terms of the Revolving Facility Documents (or such Subsidiary Guarantorif the Revolving Facility has been terminated, as applicable, is determined by the continuing or surviving entity or, Administrative Agent in substantially the same manner as set forth in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(iiRevolving Facility Documents).

Fundamental Changes. Merge Such Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing : (ia) any Subsidiary of any Borrower may merge into such with the Parent Borrower in a transaction in which such the Parent Borrower is the surviving entityPerson (or in the case of a transitory merger where the surviving Person assumes the Obligations in a manner reasonably acceptable to the Administrative Agent), (iib) any Restricted Subsidiary of Holdings may merge into Holdings or with any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (Bx) if any Subsidiary Guarantor is a party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04), (c) any Person may merge into the Parent Borrower in an Investment permitted by Section 6.04 in which the Parent Borrower is the surviving Person, (d) any Person may merge with a Restricted Subsidiary in an Investment permitted by Section 6.04 in which the surviving entity is a Subsidiary and (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04); (e) any Subsidiary (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve or change in legal form if Holdings and the Borrowers determine Parent Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of Holdings, the Borrowers and their Subsidiaries Parent Borrower and is not materially disadvantageous to the LendersLenders (it being understood that any release and re-taking of any Collateral or Guaranty in connection with such change in legal form is not materially disadvantageous); (f) in connection with the Disposition of a Subsidiary (other than a Borrower) or its assets permitted by Section 6.05, and (vi) Holdings or any such Subsidiary of Holdings may merge with or into any other Person; (g) any Foreign Subsidiary may merge or amalgamate with a Foreign Borrower or any other Foreign Subsidiary in a transaction in which the Foreign Borrower or such Foreign Subsidiary is the surviving Person that is not a Subsidiary of Holdings immediately prior to such merger if, (or in the case of any a transitory merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such where the surviving Person assumes the Obligations of the Foreign Borrower or such other Foreign Subsidiary Guarantorin a manner reasonably acceptable to the Administrative Agent) and (h) any merger, as applicableamalgamation, is consolidation, liquidation or dissolution by the continuing Parent Borrower or surviving entity or, its Restricted Subsidiaries in connection with the consummation of the transactions described in the case PWC Steps Memo (or implied thereunder as necessary to implement the transactions described therein) shall be permitted. The Parent Borrower will not, and will not permit any of its Subsidiaries to, engage to any merger involving a Subsidiary Guarantormaterial extent in any business other than businesses of the type conducted by the Parent Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related, the continuing complementary or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)ancillary thereto.

Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral Inventory, Credit Card Accounts Receivable or Related Intellectual Property and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, Lenders and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge into Company shall not and shall not suffer or permit ------------------- its Subsidiaries to, merge or consolidate with or into any other PersonPerson or liquidate, wind-up or dissolve themselves, or permit or suffer any other Person to merge into liquidation or consolidate with it, dissolution or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) sell all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolvetheir respective assets, except that, if at the time thereof and immediately after giving effect thereto that so long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom (ia) any Domestic Subsidiary of any Borrower may merge with or into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings Company or any other Domestic Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party Guarantor, or be liquidated, wound-up or dissolved or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of to such Company or any other Domestic Subsidiary that is a Guarantor, provided that, in the case of a merger, Company or such merger shall be with Holdings-------- Guarantor, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. as the case may be, shall be the continuing or surviving entitycorporation; (b) any Pledged Foreign Subsidiary may merge with or into any other Pledged Foreign Subsidiary or be liquidated, wound-up or dissolved or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of to Company or any other Pledged Foreign Subsidiary; (Bc) if any Unpledged Foreign Subsidiary Guarantor is may merge with or into any other Unpledged Foreign Subsidiary or any Pledged Foreign Subsidiary, or be liquidated, wound-up or dissolved or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of to any other Unpledged Foreign Subsidiary or a party to such merger (other than with Pledged Foreign Subsidiary, provided that, in -------- the case of a Borrower or Holdings)merger, such Pledged Foreign Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor corporation; and (Cd) if SRAC is a party to such merger, then Sears shall comply with the requirements of Company and its Subsidiaries may make Asset Dispositions permitted by Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii7.3(k).

Fundamental Changes. Merge (a) The Borrower will not, nor will it permit any of its Restricted Subsidiaries 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 a series of transactions) all or substantially all any substantial part of its assets assets, or any of its Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business, and if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary of any Borrower may merge into such the Borrower in a transaction in which such the Borrower is the surviving entity, (ii) any Restricted Subsidiary of Holdings may merge into Holdings or any other Restricted Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Restricted Subsidiary, (iii) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)to another Restricted Subsidiary, (iv) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, (v) the Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any of its Restricted Subsidiaries or that is being replaced by equipment of comparable value and utility, (vi) Holdings subject to Section 2.12(b), the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Holdings may merge Borrowing Base Properties with a Person that is value not a Subsidiary of Holdings immediately prior to such merger ifexceeding, in the case aggregate for the Borrower and its Restricted Subsidiaries taken as a whole, five percent (5%) of the Borrowing Base between Scheduled Redeterminations and (vii) with the prior written consent of Required Lenders and subject to Section 2.02(d) and Section 2.12(b), the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties not otherwise permitted pursuant to the foregoing clause (vi). For purposes of the foregoing clause (vi), the value of any merger involving HoldingsOil and Gas Interests included in the Borrowing Base Properties shall be the Engineered Value of such Oil and Gas Interests and the value of all other Oil and Gas Interests shall be the value which would be assigned to such Oil and Gas Interests using the same methodology, a Borrower or a Subsidiary Guarantorassumptions and discount rates used to determine the Engineered Value of the Borrowing Base Properties as of the most recent Redetermination. In addition, Holdingsfor purposes of determining compliance with clause (vi) of this Section with respect to any exchange of Oil and Gas Interests, the value of such Borrower or such Subsidiary Guarantorexchange shall be the net reduction, as applicable, is the continuing or surviving entity orif any, in the case of any merger involving a Subsidiary Guarantor, the continuing Engineered Value realized or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)resulting from such exchange.

Fundamental Changes. Merge into or The Borrower will not consolidate with any other Personor merge with or into, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or sellany substantial portion, transfer, lease of its properties and assets to one or otherwise dispose of (more Persons in one transaction or in a series of transactionsrelated transactions unless (i) if the Borrower is the surviving entity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) if the Borrower is not the surviving entity in any such consolidation or merger, each of the Lenders (or in the case of any such consolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, in the reasonable judgment of the Required Lenders affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its assets properties and assets, shall not be required to be wholly owned Subsidiaries if the transfer is for fair consideration as reasonably determined by the Borrower) and any such transferee that is a domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a Joinder Agreement substantially in the form of Exhibit D (in each caseit being understood that the Borrower and the Administrative Agent, whether now owned on behalf of the Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as it may reasonably determine are necessary or hereafter acquireduseful). For the purposes of this Section, “Subsidiary” of the Borrower shall include any partnership, limited liability company or liquidate other entity of which shares of stock or dissolve, except that, if other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers thereof are at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entityowned, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing management of which is otherwise controlled, directly or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such mergerindirectly through one or more intermediaries, then Sears shall comply with or both, by the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge (a) 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, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Restricted Subsidiary of (other than any Borrower Special Purpose Subsidiary) may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Restricted Subsidiary of Holdings (other than any Special Purpose Subsidiary) may merge into Holdings or any other Restricted Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with any Special Purpose Subsidiary) or another entity acquired pursuant to an acquisition permitted hereunder in a Borrower or Holdings), such Subsidiary Guarantor shall be transaction in which the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Wholly Owned Restricted Subsidiary, (iii) any Restricted Subsidiary of Holdings (other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Special Purpose Subsidiary) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (iv) the THC San Diego Merger may be consummated, (v) the Borrower or any Restricted Subsidiary (other than any License Subsidiary or Real Property Subsidiary) may effect any acquisition permitted by Section 6.05 by means of a stock- for-stock merger in which the Borrower or a Wholly owned Restricted Subsidiary is the surviving corporation, (vi) Holdings any Auction Subsidiary or any License Subsidiary of Holdings may merge with and into a Person that License Subsidiary in which a License Subsidiary is not a Subsidiary the surviving corporation, (vii) THC may merge with and into TeleCorp Holding Corp., L.L.C. as contemplated by the definition of Holdings immediately prior to such merger if, THC so long as the surviving entity meets the requirements of the proviso in the case definition of any merger involving Holdings, License Subsidiary and (viii) the Borrower may merge into a Merger Subsidiary in a transaction in which the Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in for the case purpose of any merger involving a Subsidiary Guarantor, consummating the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Tritel Transactions.

Fundamental Changes. Merge (a) The Borrowers shall not, nor shall the Lead Borrower permit any of the other Credit Parties or any Material Foreign Subsidiary to, liquidate, merge, amalgamate or consolidate into or consolidate with any other Person or enter into or undertake any plan or agreement of liquidation, merger, amalgamation, or consolidation with any other Person, provided that (i) a Borrower may merge or permit amalgamate with another company in connection with a Permitted Acquisition if such Borrower is the surviving company, (ii) any wholly-owned Subsidiary may merge, amalgamate, or consolidate into or with a Borrower or any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose wholly-owned Subsidiary of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, Borrower if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have has occurred and be is continuing (i) any Subsidiary of any Borrower may merge into or would result from such Borrower in merger or amalgamation and if a transaction in which such Borrower is the surviving entitycompany in any merger, (ii) any Subsidiary of Holdings may merge into Holdings amalgamation, or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. consolidation to which it is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))party, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary may merge, amalgamate or consolidate into or with another entity in connection with a Permitted Acquisition if, upon consummation of Holdings (provided that if such sale merger, amalgamation, or transfer includes Collateral and the transferee is not the Borrower or Holdingsconsolidation, the transferee surviving entity shall be a direct or indirect wholly-owned Subsidiary Guarantor)and, if the surviving entity is a Material Domestic Subsidiary, such Material Domestic Subsidiary becomes a party to the Security Documents, (iv) any Domestic Subsidiary of Holdings may merge or consolidate into or with any other than Domestic Subsidiary, and, if the Borrowers may sellsurviving entity is a Material Domestic Subsidiary, transfer, lease or otherwise dispose of its assets such Material Domestic Subsidiary becomes a party to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, Security Documents (v) any Foreign Subsidiary of Holdings may merge into or amalgamate with any other Foreign Subsidiary and (vi) any Subsidiary (other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)a Borrower) may liquidate or dissolve if Holdings and the Borrowers determine Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is would not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with have a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Material Adverse Effect.

Fundamental Changes. Merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into liquidate, wind up its affairs or consolidate with itdissolve itself, or sell, transfer, lease or otherwise dispose of (in one each case whether in a single transaction or in a series of related transactions; provided that (i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other Restricted Subsidiary of the Borrower (so long as, if either constituent entity is an Obligor, the surviving or continuing entity is an Obligor), and in each case so long as no Event of Default has occurred and is continuing or would result therefrom; (ii) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x)(1) if the Restricted Subsidiary was an Obligor, the surviving entity is an Obligor or (2) such merger or consolidation or amalgamation otherwise constitutes a Permitted Investment, and (y) no Event of Default has occurred and is continuing or would result therefrom; (iii) the Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x) such Borrower is the surviving entity and, (y) such merger or consolidation or amalgamation constitutes a Permitted Investment; (iv) any Restricted Subsidiary may merge into or consolidate or amalgamate with (a) any Obligor or (b) any other Restricted Subsidiary (that is not an Obligor) so long as in the case of this clause (b), such merger or consolidation or amalgamation constitutes a Permitted Investment and (v) to the extent not otherwise permitted under the foregoing clauses, any Restricted Subsidiary that (A) has sold, transferred or otherwise disposed of all or substantially all of its assets (in each case, whether now owned connection with a Permitted Asset Disposition and no longer conducts any active trade or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof business and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is in its good-faith determination, believes that a party to such merger (other than with a Borrower dissolution, liquidation or Holdings), such Subsidiary Guarantor shall be the continuing winding-up or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease amalgamation or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution consolidation is in the best interests interest of Holdings, the Borrowers Borrower and their Subsidiaries and is it not materially disadvantageous to the Lenders, Lenders and (vi) Holdings or any assets of such Restricted Subsidiary not otherwise disposed of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)a Permitted Asset Disposition are transferred to, or otherwise owned by, an Obligor, may be liquidated, wound up and dissolved or merged, amalgamated or consolidated out of existence into the Borrower or another Restricted Subsidiary. Notwithstanding anything to the contrary herein, any Obligor may merge into or consolidate or amalgamate with an Affiliate of the Borrower for the purpose of reincorporating or reorganizing the Obligor in the United States, any state thereof or the District of Columbia so long as the amount of Debt of the Borrower and its Restricted Subsidiaries is not increased to an amount not permitted hereunder.

Fundamental Changes. Merge into or Merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto so long as no Default exists or Event of Default shall have occurred and be continuing would result therefrom, (i) any Subsidiary of any Borrower Person may merge into such with or into, consolidate with or amalgamate with Healthpeak OP or the Borrower in a transaction in which such Borrower is Healthpeak OP or the surviving entityBorrower, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such mergeras applicable, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entityPerson, (Bii) if any Subsidiary Guarantor is a party to such merger Person (other than Healthpeak) may merge with or into, consolidate with or amalgamate with any Subsidiary (other than Healthpeak OP or the Borrower) in a Borrower or Holdings), such Subsidiary Guarantor shall be transaction in which the continuing or surviving entity or the continuing or surviving entity Person shall become be a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Healthpeak OP, (iii) any Subsidiary of Holdings Healthpeak OP (other than the Borrowers Borrower) may sellmerge with or into, transfer, lease consolidate with or otherwise dispose of its assets amalgamate with any Person in order to any Borrower, to Holdings consummate an Investment permitted by Section 8.2 or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), Disposition permitted by Section 8.5; (iv) any Subsidiary of Holdings Healthpeak OP (other than the Borrowers Borrower) may sellmerge into, transferHealthpeak, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of HoldingsHealthpeak OP, the Borrowers Parent, the Borrower or any other Subsidiary of Healthpeak OP; and their Subsidiaries, (v) any Subsidiary of Holdings Healthpeak OP (other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Borrower) may liquidate or dissolve if Holdings and the Borrowers determine Healthpeak OP determines in good faith that such liquidation or dissolution is in the best interests of HoldingsHealthpeak OP and is not materially disadvantageous to the Lenders. Notwithstanding anything herein to the contrary, in connection with an internal restructuring, (x) the Borrower may merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all its assets to, the Borrowers Parent or Healthpeak OP and their Subsidiaries (y) the Parent may merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all its assets to, Healthpeak OP, provided that, in each case, (a) the Credit Parties have determined in good faith that such transaction or series of transactions is in the best interests of the Group and is not materially disadvantageous to the Lenders, and (vib) Holdings in connection with such transaction, the successor or any Subsidiary transferee entity expressly assumes all obligations of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantorand/or the Parent, as applicable, is under this Agreement and the continuing or surviving entity orother Credit Documents, in and (c) the case of any merger involving a Subsidiary Guarantor, Credit Parties provide such customary “know your customer” documentation as the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Lenders may reasonably require for such transfer.

Fundamental Changes. Merge (a) The Borrower 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the Equity Interests of any of its assets Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any the Borrower may merge or consolidate with another Person in connection with a Permitted Acquisition so long as the Borrower shall be the surviving Person in such Permitted Acquisition, (ii) any Subsidiary may merge or consolidate into such the Borrower in a transaction in which such the Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))corporation, (iii) any Subsidiary of Holdings other than may merge or consolidate into any Subsidiary in a transaction in which the Borrowers surviving entity is a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiariesanother Subsidiary, (v) any Subsidiary that is not a Material Subsidiary may sell all or a substantial part of Holdings other than its assets, and the Borrowers (exceptBorrower or any Subsidiary may sell all or substantially all of the Equity Interests of any of such Person’s Subsidiaries that is not a Material Subsidiary, in each case in an aggregate amount for all such transactions not to exceed $10,000,000 from the case of SRACEffective Date, as provided in Section 6.01(d)(vi) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, Borrower and (vivii) Holdings or any the Borrower may contribute Equity Securities of a Subsidiary that is directly owned by the Borrower to a wholly-owned Subsidiary of Holdings may merge with the Borrower; provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity consolidation shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)6.4.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (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)) 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, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of any Borrower may merge into with a Person if the Borrower (or such Subsidiary if the Borrower in is not a transaction in which party to such Borrower merger) is the surviving entityPerson (provided that in the case of an Acquisition permitted by Section 7.4 by a Subsidiary Loan Party, the acquired company may be the surviving Person so long as such acquired company becomes a Subsidiary Loan Party as required by Section 5.10), (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided another Subsidiary; provided, that (A) if Kmart Corp. is a any party to such mergermerger is a Subsidiary Loan Party, such merger shall be with Holdings, Kmart or a direct the Subsidiary of Kmart Corp. and Kmart Corp. Loan Party shall be the continuing surviving Person (and if the non-surviving Subsidiary was also a Subsidiary Loan Party, the Administrative Agent, upon such event and at the request and expense of the Borrower and/or the surviving Subsidiary Loan Party, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Loan Party from its obligations under the Subsidiary Guarantee Agreement) or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become is not a Subsidiary Guarantor Loan Party, the surviving Person shall execute and (C) if SRAC is a party deliver to such merger, then Sears shall comply with the requirements Administrative Agent an agreement guaranteeing payment of Section 6.01(d))the Obligations in form and substance satisfactory to the Administrative Agent and the Required Lenders, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral Loan Party, and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings (other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Loan Party) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders; provided, and (vi) Holdings or that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly-owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)7.4.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries on a consolidated basis (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary of any Borrower may merge into with a Person if the Borrower (or such Subsidiary if the Borrower in is not a transaction party to such merger and if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person (unless the Borrower is a party thereto, in which such case the Borrower shall be the surviving Person)) is the surviving entityPerson, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (another Subsidiary, provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with is a Borrower or Holdings)Subsidiary Loan Party, such the Subsidiary Guarantor Loan Party shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Person, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)Loan Party, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders; provided that if such Subsidiary is a Subsidiary Loan Party, the assets of such Subsidiary shall be distributed to the Borrower or a Subsidiary Loan Party, (v) subject to clause (ii), any Subsidiary may merge, dissolve or consolidate in connection with the consummation of any Permitted Acquisition, and (vi) Holdings any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Borrower.

Fundamental Changes. Merge The Borrower will not, and will not permit any Significant 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 a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower or other Person may merge into such or consolidate with the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or consolidate with any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Wholly Owned Subsidiary, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)Wholly Owned Subsidiary, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, (v) any Subsidiary may merge into or consolidate with any other Person if the surviving Person is or becomes by virtue of such transaction a Wholly Owned Subsidiary, and the Borrower determines in good faith that such merger or consolidation is in the best interests of the Borrower and would not materially adversely affect the Lenders, (vi) Holdings the Borrower or any Subsidiary of Holdings may merge into or consolidate with a Person any other Person; provided that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving corporation, (vii) any Subsidiary may merge with any other Person in a transaction in which the surviving entity oris not a Subsidiary; provided that such transaction does not constitute the disposition of all or substantially all assets of the Borrower and its subsidiaries taken as a whole, and (viii) the Borrower may consummate the Separation Transactions and (ix) Hewlett-Packard Financial Services Company and its subsidiaries (or any of its or their successors in the case leasing business) may lease equipment and other assets in the ordinary course of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)business.

Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings (other than SRAC) may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, and (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers or Sears may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken or merge with a Person that is not a Subsidiary, in the ordinary course of its business or determined by Holdings or the Borrowers in good faith each case, pursuant to be in the best interests of Holdings, the Borrowers and their Subsidiariesa Permitted Disposition, (v) any Subsidiary of Holdings other than the Borrowers Borrowers, Sears or any Material Subsidiary Guarantor (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers Borrowers, Sears, the other Material Subsidiary Guarantors and their Subsidiaries and is not materially disadvantageous in any material respect to Holdings, the Borrowers, Sears, the other Material Subsidiary Guarantors or the Lenders; provided, and that a Material Subsidiary Guarantor may liquidate or dissolve into a Person that is a Subsidiary of Holdings immediately prior to such liquidation or dissolution, if the continuing or surviving entity is or shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii), (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)) and (vii) any Credit Card Royalty Securitization Subsidiary may sell or otherwise finance or Dispose of the assets subject to the Credit Card Royalty Securitization.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any Subsidiary to, (i) merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or (ii) sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or a material portion of its assets or all or substantially all of the stock of any of its assets Subsidiaries or (in each case, whether now owned or hereafter acquired), or iii) liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto on a pro forma basis, no Default or Event of Default shall have occurred and be continuing occurred, (A) (i) any Subsidiary of any the Borrower may merge into such with a Person in connection with a Permitted Acquisition; provided, that the Borrower in a transaction in which such Borrower is shall be the surviving entityPerson, or (ii) any Subsidiary of Holdings may merge into Holdings or any other with a Person in connection with a Permitted Acquisition; provided, that such Subsidiary of Holdings shall be the surviving Person (provided that (A) if Kmart Corp. is a two Subsidiaries are party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary one of Kmart Corp. and Kmart Corp. those Subsidiaries shall be the continuing or surviving entityPerson), (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transferlease, lease transfer or otherwise dispose of its assets (including, without limitation, the stock of any other Subsidiary) to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)another Subsidiary, (ivC) the Borrower or any Financial Institution Subsidiary of Holdings may sell loans, investments, or other than the Borrowers may sell, transfer, lease or otherwise dispose of its similar assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business business, provided, that such sale or determined by Holdings series of sales do not constitute a sale of all or a material portion of such Financial Institution Subsidiary’s assets, and (D) the Borrowers in good faith to be in the best interests of Holdings, the Borrowers Borrower and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (exceptmay sell any Other Real Estate Owned; provided, further, that, in the case of SRAC, as provided in Section 6.01(d)clauses (C) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (viD) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior hereof, both before and after giving pro forma effect to such merger iftransaction (calculated, in the case of any merger involving Holdingsloans, a Borrower or a Subsidiary Guarantorby the unpaid principal balance thereof, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity orand, in the case of any merger involving a Subsidiary GuarantorOther Real Estate Owned or other assets, the continuing greater of (x) the fair market value thereof or surviving entity (y) the purchase price thereof), the Borrower and each Financial Institution Subsidiary of the Borrower shall become a Subsidiary Guarantor be in accordance compliance with Section 6.01(i)(ii)6.1 hereof.

Fundamental Changes. Merge If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation of the Company with or into or consolidate with any other another Person, or permit (ii) the Company effects any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose sale of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart one or a direct Subsidiary series of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))related transactions, (iii) any Subsidiary tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Holdings Common Shares are permitted to tender or exchange their shares for other than the Borrowers may sellsecurities, transfercash or property, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) the Company effects any Subsidiary reclassification of Holdings the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Shares covered by SECTION 9(A) above) or any other Change of Control (in any such case, a "FUNDAMENTAL CHANGE"), then the Borrowers may sellHolder shall have the right thereafter only to receive, transfer, lease or otherwise dispose upon exercise of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdingsthis Warrant, the Borrowers same amount and their Subsidiarieskind of securities, (v) any Subsidiary cash or property as it would have been entitled to receive upon the occurrence of Holdings other than the Borrowers (exceptsuch Fundamental Change if it had been, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger ifFundamental Change, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the case "ALTERNATE CONSIDERATION"). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Change, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any merger involving Holdingsdifferent components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Borrower or a Subsidiary GuarantorFundamental Change, Holdingsthen the Holder shall be given the same choice as to the Alternate Consideration it is entitled to receive upon any exercise of this Warrant following such Fundamental Change. At the Holder's request, such Borrower or such Subsidiary Guarantor, as applicable, is any successor to the continuing Company or surviving entity or, in such Fundamental Change shall issue to the case Holder a new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase only the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any merger involving agreement pursuant to which a Subsidiary Guarantor, the continuing Fundamental Change is effected shall include terms requiring any such successor or surviving entity shall become to comply with the provisions of this SECTION 9(C) and ensuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Subsidiary Guarantor Fundamental Change. If any Fundamental Change constitutes or results in accordance with Section 6.01(i)(iia Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Change, the Company (or any such successor or surviving entity) will purchase this Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Change), equal to the value of the remaining unexercised portion of this Warrant on the date of such request calculated using the binomial option pricing model.

Fundamental Changes. Merge (a) The Parent will not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (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 Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower Person may merge with or into a Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary, a Special Purpose Financing Subsidiary or a Special Purpose License Subsidiary) pursuant to a transaction that constitutes a Permitted Acquisition, provided that the survivor of such Borrower merger is a Restricted Subsidiary, (ii) any Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary or a Special Purpose Financing Subsidiary) may merge with or into any other Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary or a Special Purpose Financing Subsidiary) in a transaction in which (A) the surviving entity is a Restricted Subsidiary and (B) if either such Borrower Restricted Subsidiary is a Guarantor Subsidiary, the surviving entity is a Guarantor Subsidiary, (iii) any Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary or a Special Purpose Financing Subsidiary) may merge into the Parent in a transaction in which the Parent is the surviving entity, (iiiv) any Special Purpose Equipment Subsidiary of Holdings may merge with or into Holdings or any other Guarantor Subsidiary of Holdings (provided that (A) if Kmart Corp. the survivor is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entityGuarantor Subsidiary, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iiiv) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings the Parent or to a another Restricted Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving HoldingsBorrower, a Borrower or Special Purpose Equipment Subsidiary, a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).Special

Fundamental Changes. Merge The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, enter into any transaction of merger or consolidate with consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person, except for purchases or acquisitions of Portfolio Investments and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in violation of the terms and conditions of this Agreement or any other PersonLoan Document. The Borrower will not, or nor will it permit any other Person to merge into or consolidate with itof the Subsidiary Guarantors to, or convey, sell, transferlease, lease transfer or otherwise dispose of (of, in one transaction or in a series of transactions) all or substantially all , any part of its assets (in each caseassets, whether now owned or hereafter acquired), but excluding (x) assets (other than Portfolio Investments) sold or liquidate or dissolvedisposed of in the ordinary course of business (including to make expenditures of cash in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries) and (y) subject to the provisions of clauses (d) and (e) below, except that, if at Portfolio Investments. Notwithstanding the time thereof and immediately after giving effect thereto no Default or Event foregoing provisions of Default shall have occurred and be continuing (i) this Section: any Subsidiary Guarantor of any the Borrower may merge be merged or consolidated with or into such the Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (Guarantor; provided that (A) if Kmart Corp. is a party to any such merger, such merger transaction shall be with Holdings, Kmart or between a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is and a party to such merger (other than with a Borrower or Holdings)wholly owned Subsidiary Guarantor, such the wholly owned Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a corporation; any Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with of the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers Borrower may sell, transferlease, lease transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, any wholly owned Subsidiary Guarantor of the transferee shall be a Subsidiary Guarantor), (iv) Borrower; the capital stock of any Subsidiary of Holdings other than the Borrowers Borrower may be sold, transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower; the Obligors may sell, transfer, lease transfer or otherwise dispose of its assets Portfolio Investments (other than to a Person Financing Subsidiary) so long as after giving effect to such sale, transfer or other disposition (and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is not a Subsidiary through transactions which are undertaken included in the ordinary course Covered Debt Amount at such time) the Covered Debt Amount does not exceed the Borrowing Base; the Obligors may sell, transfer or otherwise dispose of its business Portfolio Investments to a Financing Subsidiary so long as (i) after giving effect to such sale, transfer or determined by Holdings other disposition (and any concurrent acquisitions of Portfolio Investments or the Borrowers in good faith to be payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is included in the best interests of Holdings, Covered Debt Amount at such time) the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than Covered Debt Amount does not exceed the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings Borrowing Base and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous Borrower delivers to the Lenders, Administrative Agent a certificate of a Financial Officer to such effect 103 and (viii) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings either (x) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such merger ifrelease is not diminished as a result of such release or (y) the Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount; the Borrower may merge or consolidate with, in or acquire all or substantially all of the case of assets of, any merger involving Holdings, a other Person so long as (i) the Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity orin such transaction and (ii) at the time thereof and after giving effect thereto, no Default shall have occurred or be continuing; and the Borrower and each of the Subsidiary Guarantors may sell, lease, transfer or otherwise dispose of equipment or other property or assets that do not consist of Portfolio Investments so long as the aggregate amount of all such sales, leases, transfer and dispositions does not exceed $5,000,000 in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)fiscal year.

Fundamental Changes. Merge (a) The Borrower 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 sell, transfer, lease or otherwise dispose of (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 (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any the Borrower may merge into such any other Person in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (iiiii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such mergerSubsidiary (and, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings)merger, such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become agree to be a “Subsidiary Guarantor” hereunder and be bound by the provisions of this Agreement), (iv) (x) any Subsidiary may merge into any other Person in a transaction in which the surviving entity is a Subsidiary (and, if any Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears the surviving entity shall comply with agree to be a “Subsidiary Guarantor” hereunder and be bound by the requirements provisions of Section 6.01(d)), this Agreement) or (iiiy) any Subsidiary of Holdings (other than any Subsidiary Guarantor) may merge into any other Person in a transaction permitted by Section 6.09 and in which the Borrowers surviving Person is not a Subsidiary; (v) subject to the last sentence of this subsection (a), any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, to another Subsidiary or in a transaction not constituting all or substantially all of the transferee shall be assets of the Borrower and its Subsidiaries taken as a whole and which is permitted by Section 6.09 and (vi) any Subsidiary (other than a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless also permitted by Section 6.04. In addition to the requirements set forth in the immediately preceding sentence, the Borrower will not permit any Subsidiary Guarantor to sell, transfer, lease or otherwise dispose of (in one transaction or a series of transactions) all or substantially all of its assets to any Person except to (1) the Borrower, (2) an entity that is a Subsidiary prior to such sale, lease, transfer or other disposition or (3) any other Person in a transaction not constituting a sale, lease, transfer or other disposition of all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole, and in which the surviving entity is a Subsidiary so long as, in the case of any merger involving Holdingsclauses (2) or (3), such Subsidiary or other Person shall agree to be a Borrower or a “Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is ” hereunder and be bound by the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)provisions this Agreement.

Fundamental Changes. Merge Merge, consolidate or enter into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Asset Disposition of (in one transaction or in a series of transactions) all or substantially all of its assets (whether in each casea single transaction or a series of transactions) with, whether now owned any other Person or hereafter acquired)liquidate, wind-up or liquidate dissolve itself (or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default suffer any liquidation or Event of Default shall have occurred and be continuing dissolution) except: (a) (i) any Wholly-Owned Subsidiary of any Borrower may merge be merged, amalgamated or consolidated with or into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. Borrower shall be the continuing or surviving entity) or (ii) any Wholly- Owned Subsidiary of Borrower may be merged, (B) if amalgamated or consolidated with or into any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears Borrower shall comply with the requirements of Section 6.01(d8.13 in connection therewith)); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (iiiii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (c) any Subsidiary may dispose of Holdings other than the Borrowers may sell, transfer, lease all or otherwise dispose substantially all of its assets in connection with any voluntary liquidation, dissolution, winding up or otherwise to Borrower or any Subsidiary Guarantor and any such Subsidiary without assets or liabilities may liquidate, dissolve or wind up; provided that, with respect to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdingsdisposition by any Non-Guarantor Subsidiary, the transferee consideration for such disposition shall be a Subsidiary Guarantor), not exceed the fair value of such assets; (ivd) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of Holdings other than the Borrowers may sell, transfer, lease all or otherwise dispose substantially all of its assets in connection with any voluntary liquidation, dissolution, winding up or otherwise to a Person any other Non-Guarantor Subsidiary and any such Subsidiary without assets or liabilities may liquidate, dissolve or wind up and (ii) any Non-Guarantor Subsidiary that is not a Domestic Subsidiary through transactions which are undertaken in the ordinary course may dispose of all or substantially all of its business assets (upon voluntary liquidation, dissolution, winding up or determined by Holdings otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and any such Subsidiary without assets or the Borrowers in good faith to be in the best interests of Holdingsliabilities may liquidate, the Borrowers and their Subsidiaries, dissolve or wind up; (ve) any Wholly-Owned Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings Borrower may merge with a or into the Person such Wholly- Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Wholly-Owned Subsidiary Guarantorthat is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance and Borrower shall comply with Section 6.01(i)(ii).8.13 in connection therewith;

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any Subsidiary (other than any Monetization Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferor lease, lease transfer or otherwise dispose of (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)) or all or substantially all of the stock of any of its Subsidiaries (other than Monetization Subsidiaries) (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of any Borrower may merge into or consolidate with a Person if the Borrower (or such Subsidiary if the Borrower in is not a transaction in which party to such Borrower merger) is the surviving entityPerson, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided consolidate with another Subsidiary; provided, that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with or consolidation is a Borrower or Holdings)Subsidiary Loan Party, such the Subsidiary Guarantor Loan Party shall be the continuing surviving Person; and provided, further, that notwithstanding the foregoing, any Subsidiary Loan Party may merge into or surviving entity or the continuing or surviving entity shall become a consolidate with any other Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Loan Party, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower, to Holdings the Borrower or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)Loan Party, (iv) any Subsidiary of Holdings other than the Borrowers Borrower and its Subsidiaries may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken make Asset Sales permitted in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their SubsidiariesSection 7.6, (v) any Subsidiary of Holdings (other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)a Subsidiary Loan Party) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings that is not a Subsidiary Loan Party may merge with into the Person such Subsidiary was formed to acquire or may sell, transfer, lease or otherwise dispose of all or substantially all of its assts to any other Subsidiary that is not a Subsidiary Loan Party; provided, that any such merger involving a Person that is not a wholly-owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)7.4.

Fundamental Changes. Merge (a) The Parent Borrower 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower (other than the Canadian Subsidiary Borrower) may merge into such the Parent Borrower in a transaction in which such the Parent Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings (other than the Canadian Subsidiary Borrower) may merge into Holdings or any other Subsidiary of Holdings (that is a Loan Party, provided that if any Subsidiary that is party to such transaction is (A) if Kmart Corp. is a party to such mergerLoan Party, such merger shall the surviving entity must be with Holdings, Kmart a Loan Party or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any a Domestic Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings)Borrower, such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become must be a Domestic Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Borrower, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Loan Party may merge into any Subsidiary Guarantor)that is not a Loan Party, (iv) any Subsidiary of Holdings (other than the Borrowers Canadian Subsidiary Borrower) may sell, transfer, lease or otherwise dispose of its assets to a merge into any other Person that becomes a Loan Party in connection with a Permitted Acquisition, provided that if such Subsidiary is not (A) a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of HoldingsLoan Party, the Borrowers and their Subsidiariessurviving entity must be a Loan Party, or (B) a Domestic Subsidiary Borrower, the surviving entity must be such Domestic Subsidiary Borrower, (v) any Subsidiary of Holdings (other than any Domestic Subsidiary Borrower or the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)Canadian Subsidiary Borrower) may liquidate or dissolve if Holdings and the Borrowers determine Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Parent Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a Wholly Owned Subsidiary of Holdings immediately prior to such merger if, shall not be permitted unless also permitted by Section 6.05 and (vi) the Parent Borrower may merge with an Affiliate incorporated under the laws of the State of Delaware solely for the purpose of incorporating or organizing the Parent Borrower under the laws of the State of Delaware; provided that such merger does not adversely affect the Lenders in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)material respect.

Fundamental Changes. Merge into or Merge, dissolve, liquidate, consolidate with or into another Person, except that: the Company may be a party to a merger or consolidation (including by means of a scheme of arrangement) with one or more newly formed “shell entities” for the purposes of (i) changing its jurisdiction of organization or incorporation as permitted by Section 6.05 and/or (ii) becoming a wholly-owned Subsidiary of a holding company organized in another jurisdiction if, immediately following such merger or consolidation, all of the outstanding shares of such holding company are owned (in substantially the same percentages) by the Persons who had been shareholders of the Company immediately prior to such merger or consolidation, so long as in either case (A) no Default then exists or is caused thereby, (B) in the reasonable determination of the Administrative Agent, such merger or consolidation does not have an adverse impact on any Lien securing the Guaranteed Obligations, the perfection or priority of any such Lien, any obligation of the Company under Section 6.12, any Guaranteed Obligation, or any other right or remedy provided to the Administrative Agent under any Loan Document, (C) if the Company (x) is not the surviving Person of any such merger or (y) is a party to any such consolidation, the surviving Person of such merger or Person formed by such consolidation, as the case may be (such Person, the “Successor Entity”), shall assume, in a manner reasonably satisfactory to the Administrative Agent, the obligations of the Company under the Loan Documents to which the Company was a party, (D) unless otherwise agreed to by the Administrative Agent and all of the Lenders in writing, the jurisdiction of organization or permit incorporation of the Company (if it is the surviving Person) or the Successor Entity, as the case may be, is neither (x) one in which any Lender or the L/C Issuer is under Applicable Law prohibited from or restricted in making Loans or issuing Letters of Credit at such time nor (y) a Designated Jurisdiction, and (E) the Administrative Agent receives at least 30 days’ (or such shorter period approved by the Administrative Agent) prior written notice of such event, and upon the effectiveness thereof, all supporting resolutions, incumbency certificates, opinions of counsel and other Person documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, that it may reasonably request to continue to receive the same benefits of the Loan Documents immediately prior to such change; and any direct or indirect Subsidiary of the Company may merge into or consolidate with itthe Company or any other Subsidiary (direct or indirect) of the Company, but only if, in the case of this clause (b): except as permitted by clause (a) above, in the case of any such merger or sell, transfer, lease or otherwise dispose consolidation of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now wholly-owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into and any other Subsidiary, the Person surviving such Borrower in merger or formed by such consolidation shall be a transaction in which such Borrower is the surviving entity, (ii) any wholly-owned Subsidiary of Holdings may merge into Holdings such Borrower; except as permitted by clause (a) above, in the case of any such merger or consolidation of any other Subsidiary of Holdings (provided that (A) a Borrower, the Person surviving such merger or formed by such consolidation shall be a Subsidiary of such Borrower; if Kmart Corp. the Company is a party to such merger, any such merger shall be with Holdingsor consolidation, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. the Company shall be the continuing or surviving entityPerson; and except in the case of the foregoing clause (iii), (B) if any a Subsidiary Guarantor is a party to any such merger (other than with or consolidation, a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity Person unless following such merger or consolidation the continuing or surviving entity shall become a Subsidiary Guarantor Company and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith Subsidiaries would continue to be in compliance with each of the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings Loan Party Threshold and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).Opinion Loan Party Threshold;

Fundamental Changes. Merge The Borrower shall not, nor shall it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sellwind up, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower Person may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings Person (other than the Borrower) may merge into Holdings any Restricted Subsidiary in a transaction in which the surviving entity is, or any other Subsidiary upon the effectiveness of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdingswill become, Kmart or a direct Restricted Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become is a Subsidiary Guarantor and (CLoan Party) if SRAC is, or upon the effectiveness of such merger will become, a Subsidiary Loan Party, unless such merger is otherwise permitted under Section 6.05 as an investment in the surviving Subsidiary or such surviving Subsidiary becomes a party to such merger, then Sears shall comply Subsidiary Loan Party in accordance with the requirements of Section 6.01(d)5.14), (iii) any Subsidiary of Holdings Asset Sale permitted under Section 6.04, any other than the Borrowers may sell, transfersale, lease transfer or otherwise dispose of its assets to other disposition not prohibited hereunder or any Borrower, to Holdings Investment permitted under Section 6.02 may be structured as a merger or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)consolidation, (iv) any Restricted Subsidiary of Holdings other than the Borrowers may sellwind up, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and (A) the Borrowers determine Borrower determines in good faith that such winding up, liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the LendersLenders and (B) with respect to any winding up, liquidation or dissolution of a Subsidiary Loan Party, all distributions in respect of Equity Interest of such Subsidiary Loan Party resulting from such winding up, liquidation or dissolution shall be made to the Borrower or other Subsidiary Loan Parties, (v) any Subsidiary may convert to a different type of entity (including pursuant to a merger) so long as the Administrative Agent receives prior notice thereof and the surviving or continuing Person shall have complied with the Collateral and Guarantee Requirements, (vi) Holdings any Non-Material Subsidiary may wind up, liquidate or dissolve and (vii) any Subsidiary may be party to a merger the sole purpose of Holdings may merge which is to reincorporate or reorganize such Person in another jurisdiction in the United States so long as the Administrative Agent receives prior written notice thereof and the surviving or continuing Person shall have complied with the Collateral and Guarantee Requirements; provided that any such merger involving a Person that is not a Wholly Owned Restricted Subsidiary of Holdings the Borrower immediately prior to such merger ifshall not be permitted unless also permitted by Sections 6.02, in the case of any merger involving Holdings6.04, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor6.08 and 6.14, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. Merge into or consolidate with any other Personor into, or permit any other Person to merge into or consolidate with it, or sellconvey, transfer, lease or otherwise dispose Dispose of (whether in one 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 liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom: (ia) any Subsidiary of any Borrower Person may merge into such Borrower in a transaction in which such the Borrower, provided, that the Borrower is the surviving entity, entity and the requirements set forth in Section 7.02 are satisfied; (iib) any Restricted Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings with (provided i) the Borrower, provided, that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. the Borrower shall be the continuing or surviving entityPerson, or (Bii) if any one or more Restricted Subsidiaries, provided, that when any Wholly-Owned Restricted Subsidiary is merging with another Restricted Subsidiary, a Wholly-Owned Restricted Subsidiary shall be the continuing or surviving Person, and provided further that when any Guarantor is merging with another Restricted Subsidiary, a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity Person; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the continuing Borrower or surviving entity shall become to another Restricted Subsidiary; provided, that (i) if the transferor in such a Subsidiary Guarantor transaction is a Wholly-Owned Restricted Subsidiary, then the transferee must also be the Borrower or a Wholly-Owned Restricted Subsidiary, and (Cii) if SRAC the transferor in such a transaction is a party to such mergerGuarantor, then Sears shall comply with the requirements of Section 6.01(d)), transferee must be the Borrower or a Guarantor; (iiid) any Subsidiary of Holdings Person (other than the Borrowers may sell, transfer, lease Borrower or otherwise dispose of its assets to any Borrower, to Holdings or to a Restricted Subsidiary of Holdings (provided the Borrower) may merge into any Restricted Subsidiary; provided, that if such sale or transfer includes Collateral Restricted Subsidiary is the surviving entity and the transferee is not requirements set forth in Section 7.02 are satisfied; (e) the Borrower or Holdings, the transferee shall be a and each Restricted Subsidiary Guarantor), may make Dispositions permitted by Section 7.06; and (ivf) any Restricted Subsidiary of Holdings other than may dissolve or change its legal form if the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution action is in the best interests of Holdings, the Borrowers Loan Parties and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with . Section 6.01(i)(ii).7.06

Fundamental Changes. Merge into The Borrower will not, nor will it permit any Material Subsidiary to, merge or consolidate with any other Person, or permit into any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each caseas used herein, whether now owned or hereafter acquiredincluding capital stock and/or other ownership interest) (collectively, "Disposition"), except, that (i) a Material Subsidiary may merge into the Borrower or liquidate another Material Subsidiary or dissolve, except that, any other Person (other than the Borrower) if at the time thereof and immediately after giving effect thereto such Person becomes a Material Subsidiary, (ii) the Borrower may merge with another Person if (A) the Borrower is the corporation surviving such merger and (B) after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))continuing, (iii) any Subsidiary of Holdings other than the Borrowers Dispositions may sell, transfer, lease or otherwise dispose of its assets be made to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Material Subsidiary Guarantor(or a party that concurrently therewith will become a Material Subsidiary), (iv) any Dispositions may be made by a Material Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a another Person that is not concurrently therewith will become a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their SubsidiariesMaterial Subsidiary, (v) Dispositions may be made of all or any Subsidiary portion of Holdings the assets or capital stock of (or other than the Borrowers (exceptownership interest in) any ET Entity, in the case of SRACor any ET Entity may merge or consolidate with any Person, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings Dispositions of accounts and receivables (and other related assets) pursuant to a Receivables Purchase Facility, (vii) Dispositions of Designated Charges and other related assets in connection with the issuance of any Approved Cost Recovery Bonds and (viii) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 6.10; provided that (x) at the time of such Disposition, no Default shall exist or any Subsidiary would result from such Disposition (after giving effect to this clause (viii)) and (y) the aggregate book value of Holdings may merge all property disposed of in reliance on this clause (viii) from and after the Closing Date shall not exceed 15% of the greater of the total assets of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with a Person that is not a Subsidiary GAAP, (x) as shown on the consolidated balance sheet of Holdings the Borrower and its Subsidiaries as of December 31, 2020 and (y) as shown on the annual consolidated balance sheet of the Borrower and its Subsidiaries as of December 31 of the year ending (after December 31, 2020) immediately prior to such merger ifdisposition; provided, however, that any Disposition pursuant to this clause (viii) shall be for fair market value as determined in good faith by the applicable board of directors or other governing body. No such Dispositions of the types described in clauses (i)-(viii) of the previous sentence shall in any event be prohibited under this Section 6.10, nor shall any Disposition permitted pursuant to clauses (i) through (viii) above be considered in any determination as to whether any other single or series of Dispositions constituted a sale by the Borrower or any Material Subsidiary of all or substantially all of its assets; provided that when evaluating whether a Disposition (other than a Disposition permitted pursuant to clauses (i)-(viii) above) constitutes a Disposition of all or substantially all of the assets of such Person, such determination shall be made on the basis of the relevant assets of such Person and its subsidiaries making such Disposition, excluding for such purpose, such Person's interests, if any, in the case equity or assets of any merger involving Holdings, a Borrower the ET Entities (as if such interests in such equity or a Subsidiary Guarantor, Holdings, assets had never been owned by such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(iiPerson).

Fundamental Changes. Merge (a) The Borrowers will not, and will not permit any of their respective subsidiaries 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 Dispose of (in one transaction or in a series of transactions) any substantial part of their assets, or all or substantially all of its assets the stock of any of their subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing that (i) any Subsidiary of any Borrower subsidiary may merge into such a Borrower in a transaction in which such Borrower is the surviving entityPerson, (ii) any Subsidiary of Holdings Borrower (other than Parent) may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger Loan Party (other than with Parent) in a Borrower or Holdings), such Subsidiary Guarantor shall be transaction in which the continuing or surviving entity is a Loan Party (or if either such Loan Party was a Borrower, the continuing or surviving entity shall become be a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)Borrower), (iii) any Subsidiary Loan Party may Dispose of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of (1) its assets to any Borrowerother Loan Parties (other than the Parent), to Holdings (2) Inventory, (3) equipment that is obsolete or to no longer useful in its business, (4) equipment that is being replaced with equipment having a Subsidiary of Holdings comparable purpose or function, and (provided that if such sale or transfer includes Collateral and 5) other assets having a book value not exceeding $7,500,000 in the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)aggregate in any fiscal year, (iv) any Subsidiary subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person Borrower that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) Loan Party may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or ; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless also permitted by Section 6.04, in (v) if at the case time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Borrower may consummate a merger or consolidation to consummate a Permitted Acquisition, (vi) any Loan Party may sell, license or sublicense Intellectual Property or enter into transactions having a similar effect, so long as the Loan Parties maintain all rights with respect thereto reasonably necessary to run their business, (vii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Borrower may sell the Hyperimmune Business or any part thereof for not less than fair market value and otherwise on terms and conditions reasonably acceptable to the Administrative Agent, (viii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Loan Party may sell other product lines not material to the business of the Loan Parties as a whole for not less than fair market value and otherwise on terms and conditions reasonably acceptable to the Administrative Agent, (ix) the disposition or transfer by any Loan Party (other than Parent) of any merger involving Holdings, of its property or assets to a Borrower joint venture or Foreign Subsidiary (other than a Subsidiary Guarantor), Holdingsprovided, that to the extent the consideration paid by such Borrower joint venture or such Foreign Subsidiary Guarantoris less than the fair market value thereof, as applicablethe Loan Parties shall be in compliance with the provisions of Section 6.04(l), is and (x) the continuing or surviving entity or, in the case Loan Parties may make any Restricted Payments not prohibited by Section 6.06. The Net Cash Proceeds of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Disposition permitted pursuant to Section 6.01(i)(ii6.03(a)(iii)(5).,

Fundamental Changes. Merge (a) Mergers, Consolidations, Disposal of Assets, Etc. Such Borrower will not, nor will it permit any of its Major Subsidiaries 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 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), or liquidate or dissolve, except 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 Major Subsidiary of any Borrower may merge into such Borrower WAMU in a transaction in which such Borrower WAMU is the surviving entitycorporation, (ii) any Major Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. WAMU in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct wholly owned Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))WAMU, (iii) any Major Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings WAMU or to a another wholly owned Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)WAMU, (iv) such Borrower or any Major Subsidiary of Holdings such Borrower may merge or consolidate with any other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken if (x) in the ordinary course case of its business a merger or determined by Holdings or consolidation of such Borrower, such Borrower is the Borrowers surviving corporation and, in good faith to be in the best interests of Holdingsany other case, the Borrowers surviving corporation is, after giving effect to such merger or consolidation, a wholly owned Subsidiary of such Borrower and their Subsidiaries, (y) after giving effect thereto no Default would exist hereunder and (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) either Borrower may liquidate or dissolve if Holdings and the Borrowers determine relevant Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries such Borrower and is not materially disadvantageous to the Lenders, ; provided that if any such 61 - 55 - merger shall be between a Subsidiary and (vi) Holdings or any a wholly owned Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such , then the wholly owned Subsidiary Guarantor, as applicable, is shall be the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)corporation.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any Regulated 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 a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its assets Regulated Subsidiaries (in each case, whether now owned or hereafter here­after acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Subsidiary, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings in the ordinary course of business or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a to another Subsidiary Guarantor), and (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or Lender; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless also permitted by Section 6.04; and provided further, Eversant Corporation, Catamount Resources Corporation or Catamount Energy Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the case best interests of the Borrower and is not materially disadvantageous to the Lender. (b) The Borrower will not, and will not permit any merger involving Holdingsof its Regulated Subsidiaries to, a engage to any material extent in any business other than businesses of the type conducted by the Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is and its Regulated Subsidiaries on the continuing or surviving entity or, in the case date of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)execution of this Agreement and businesses reasonably related thereto. SECTION 6.04.

Fundamental Changes. Merge (a) No Borrower will, nor will it permit any of its Restricted Subsidiaries to, merge into or consolidate with any other Person, or permit 109 any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower Person may merge into such or consolidate with a Borrower in a transaction in which such Borrower is the surviving entityentity or the surviving entity (the “Successor Borrower”) (A) is organized under the laws of the United States (with respect to the Co-Borrower) or Ireland (with respect to the Borrower), (B) expressly assumes the applicable Borrower’s obligations 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) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Collateral Agreement confirmed that its (i) obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (D) each mortgagor of a 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 Borrower’s obligations under this Agreement; provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement, (ii) any Subsidiary of Holdings Person (other than a Borrower) may merge into Holdings or consolidate with any other Restricted Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such mergerRestricted Subsidiary and, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become consolidation is a Subsidiary Guarantor and (C) if SRAC Loan Party, is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Subsidiary Loan Party, (iii) any Restricted Subsidiary of Holdings other than a Borrower may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee surviving entity is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)Restricted Subsidiary, (iv) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings ; provided that any such merger or any Subsidiary of Holdings may merge with consolidation involving a Person that is not a wholly owned Restricted Subsidiary of Holdings immediately prior to such merger if, in the case of or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (v) any merger involving Holdings, a Borrower or any Restricted Subsidiary may engage in a Subsidiary Guarantormerger, Holdingsconsolidation, such Borrower dissolution or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantorliquidation, the continuing or surviving entity shall become purpose of which is to effect a Subsidiary Guarantor in accordance with disposition permitted pursuant to Section 6.01(i)(ii)6.05.

Fundamental Changes. Merge If, at any time while there are any shares of Series J Preferred Stock issued or outstanding, (i) the Corporation effects any merger or consolidation of the Corporation with or into another Person (other than the Holder), (ii) the Corporation or consolidate with the Subsidiary effects any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose sale of (in one transaction or in a series of transactions) all or substantially all of its either of their assets (in each case, whether now owned one or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger more transactions (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be to the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)Holders), (iii) any Subsidiary of Holdings tender offer or exchange offer (whether by the Corporation or another Person other than the Borrowers may sellHolders) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, transfercash or property, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) the Corporation effects any Subsidiary reclassification of Holdings the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock described in Section 7(a)) (in any such case, a “Fundamental Change”), then, conversion of Series J Preferred Stock is permitted, even if such Fundamental Change occurs earlier than three years after the Borrowers may sellOriginal Issue Date and even if an Authorized Share Deficiency exists, transferand upon any subsequent conversion of Series J Preferred Stock, lease or otherwise dispose of its assets any Holder thereof shall have the right to a Person receive, for each Conversion Share that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdingswould have been issuable upon such conversion absent such Fundamental Change, the Borrowers same kind and their Subsidiariesamount of securities, (v) any Subsidiary cash or property as it would have been entitled to receive upon the occurrence of Holdings other than the Borrowers (exceptsuch Fundamental Change if it had been, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger ifFundamental Change and regardless of whether an Authorized Share Deficiency then existed, in the case holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any merger involving Holdingssuch conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is reasonable manner reflecting the continuing or surviving entity or, in the case relative value of any merger involving different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Subsidiary GuarantorFundamental Change, then such Holders shall be given the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)same choice as to the Alternate Consideration it receives upon any conversion of shares of such Holders Series J Preferred Stock following such Fundamental Change.

Fundamental Changes. Merge (a) The Borrower will not, nor will it permit any of its Restricted Subsidiaries 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 a series of transactions) all or substantially all any substantial part of its assets assets, or any of its Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business and, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower Person may merge into such the Borrower in a transaction in which such the Borrower is the surviving entity, (ii) any Subsidiary of Holdings Person (other than the Borrower) may merge into Holdings or any other Restricted Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Restricted Subsidiary, (iii) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)to another Restricted Subsidiary, (iv) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, (v) the Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any of its Restricted Subsidiaries or that is being replaced by equipment of comparable value and utility, (vi) Holdings subject to Section 2.10(b), the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Holdings may merge Borrowing Base Properties with a Person that is value not a Subsidiary of Holdings immediately prior to such merger ifexceeding, in the case aggregate for the Borrower and its Restricted Subsidiaries taken as a whole, 5% of the Borrowing Base between Scheduled Redeterminations, and (vii) with the prior written consent of Required Lenders and subject to Section 2.10(b), the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties not otherwise permitted pursuant to the foregoing clause (vi). For purposes of the foregoing clause (vi), the value of any merger involving HoldingsOil and Gas Interests included in the Borrowing Base Properties shall be the Engineered Value of such Oil and Gas Interests and the value of all other Oil and Gas Interests shall be the value which would be assigned to such Oil and Gas Interests using the same methodology, a Borrower or a Subsidiary Guarantorassumptions and discount rates used to determine the Engineered Value of the Borrowing Base Properties as of the most recent Redetermination. In addition, Holdingsfor purposes of determining compliance with clause (vi) of this Section with respect to any exchange of Oil and Gas Interests, the value of such Borrower or such Subsidiary Guarantorexchange shall be the net reduction, as applicable, is the continuing or surviving entity orif any, in the case of any merger involving a Subsidiary Guarantor, the continuing Engineered Value realized or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)resulting from such exchange.

Fundamental Changes. Merge (a) The Borrower and the UK Borrower 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all/any substantial part of its assets, or all or substantially all of the stock of any of its assets Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Domestic Subsidiary of Holdings (provided that (A) if Kmart Corp. Loan Party in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Domestic Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Loan Party, (iii) any Domestic Subsidiary that is not a Subsidiary Loan Party may merge into, or sell, transfer, lease or otherwise dispose of Holdings its assets to, any other than the Borrowers Domestic Subsidiary that is not a Subsidiary Loan Party, (iv) any Foreign Subsidiary may merge into, or sell, transfer, lease or otherwise dispose of its assets to, any Foreign Subsidiary Loan Party; (v) any Foreign Subsidiary that is not a Subsidiary Loan Party may merge into, or sell, transfer, lease or otherwise dispose of its assets to, any other Foreign Subsidiary that is not a Subsidiary Loan Party; (vi) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a to any Subsidiary Guarantor), Loan Party; (ivvii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, Lenders and (viviii) Holdings the stock or assets of a Subsidiary may be sold to the extent such sale does not violate Section 6.09; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)6.04.

Fundamental Changes. Merge Each Borrower shall not, and shall 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the Equity Interests of any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, or purchase or otherwise acquire all or substantially all of the assets or any Equity Interests of any class of, or any partnership or joint venture interest in, any other Person, or permit any Subsidiary to issue any Equity Interests, except 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 Subsidiary of any Borrower may merge into such a Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Wholly-Owned Subsidiary, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrowerto, to Holdings or issue Equity Interests to, a Borrower or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)Wholly-Owned Subsidiary, (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrowing Agent determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the LendersLender, (v) any Borrower or any Subsidiary may make any Investment permitted by Section 6.4, and (vi) Holdings any Borrower or any Subsidiary of Holdings may merge with make any Disposition permitted by Section 6.3; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)6.4.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any Regulated 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 a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its assets Regulated Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such the Borrower in a transaction in which such the Borrower is the surviving entitycorporation, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Subsidiary, (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings in the ordinary course of business or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a to another Subsidiary Guarantor), and (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings or Lender; provided that any Subsidiary of Holdings may merge with such merger involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger ifshall not be permitted unless also permitted by Section 6.04; and provided further, Eversant Corporation, Catamount Resources Corporation or Catamount Energy Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the case best interests of the Borrower and is not materially disadvantageous to the Lender. (b) The Borrower will not, and will not permit any merger involving Holdingsof its Regulated Subsidiaries to, a engage to any material extent in any business other than businesses of the type conducted by the Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is and its Regulated Subsidiaries on the continuing or surviving entity or, in the case date of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)execution of this Agreement and businesses reasonably related thereto. SECTION 6.04.

Fundamental Changes. Merge (a) The Borrower will not, and will not permit any of its Consolidated Subsidiaries 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 a series of transactions) its assets as an entirety or substantially as an entirety, or all or substantially all of the stock of any of its assets Consolidated Subsidiaries (in each case, whether now owned or hereafter here after acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower Person may merge into such the Borrower in a transaction in which such the Borrower is the surviving entity, corpora tion (ii) any Consolidated Subsidiary of Holdings may merge into Holdings or with any other Subsidiary of Holdings Consolidated Subsidiary, and (provided that iii) the Borrower may merge with or into or consolidate with or transfer its assets as an entirety or substantially as an entirety to any Person, so long as (A) if Kmart Corp. is a party immediately prior to and immediately after giving effect to such merger, such merger consolidation or transfer, the Person with or into which the Borrower shall be with Holdings, Kmart ultimately merge or a direct Subsidiary of Kmart Corp. and Kmart Corp. consolidate or to whom the Borrower shall be ultimately transfer its assets as an entirety or substantially as an entirety is in the continuing or surviving entityUtility Business, (B) if any Subsidiary Guarantor the Required Lenders shall have determined (so long as such determination is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor exercised in good faith and (C) if SRAC is a party to such merger, then Sears shall comply after consultation with the requirements Borrower) that the rating of Section 6.01(d))the first mortgage bonds (or bonds otherwise denominated that benefit from a first Lien on such Person's utility assets, (iii) any Subsidiary of Holdings other than the Borrowers may sellor, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or HoldingsPerson has no first mortgage bonds, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary rating of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose senior unsecured long-term Indebtedness of its assets to a such Person that is not a Subsidiary through transactions which are undertaken in guaranteed and does not benefit from any other credit enhancement) of the ordinary course surviving Person of its business any such merger, consolidation, acquisition or determined transfer of assets shall be at least BBB- or higher by Holdings S&P and Baa3 or higher by Moody's (unless the Borrowers in good faith requirements of this clause (B) shall have beex xxxxxd by the Required Lenders); PROVIDED that the requirement of this clause (B) shall be deemed to be in have been satisfied if, prior to the best interests consummation of Holdingsany such merger, consolidation or transfer, the Borrowers and their SubsidiariesBorrower shall have delivered written evidence from each such rating agency to the effect that, upon such merger, consolidation or transfer, the applicable rating of such surviving Person would be equal to or higher than the ratings specified in this clause (B), (vC) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdingsor consolidation or transfer of assets in which the Borrower is not the surviving corporation, a the Person formed by any such consolidation or transfer of assets or into which the Borrower shall be merged or a Subsidiary Guarantorconsolidated or to which such assets are transferred shall have executed an agreement in form reasonably satisfactory to the Administrative Agent containing an assumption by the surviving Person of the due and punctual performance of each obligation, Holdingsagreement, such Borrower covenant and condition of each of the Loan Documents and the Second Indenture to be performed or such Subsidiary Guarantorcomplied with by the Borrower, as applicable, is and (D) the continuing or surviving entity orAdministrative Agent shall have received an opinion of counsel, in form and substance reasonably satisfactory to the case Administrative Agent and its counsel, with respect to the due authorization, execution, delivery, validity and enforceability of any merger involving a Subsidiary Guarantorthe assumption agreement referred to in clause (C) of this Section 6.03, of the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)enforceability and continuation of the Liens created pursuant to the Security Documents and such other matters as the Required Lenders may reasonably require.

Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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 Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers or Sears may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken or merge with a Person that is not a Subsidiary, in the ordinary course of its business or determined by Holdings or the Borrowers in good faith each case pursuant to be in the best interests of Holdings, the Borrowers and their Subsidiariesa Permitted Disposition, (v) any Subsidiary of Holdings other than the Borrowers Borrowers, Sears or any Material Subsidiary Guarantor (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers Borrowers, Sears, the other Material Subsidiary Guarantors and their Subsidiaries and is not materially disadvantageous in any material respect to Holdings, the Borrowers, Sears, the other Material Subsidiary Guarantors or the Lenders; provided, that a Material Subsidiary Guarantor may liquidate or dissolve into a Person that is a Subsidiary of Holdings immediately prior to such liquidation or dissolution, if the continuing or surviving entity is or shall become a Subsidiary Guarantor in accordance with Section 6.01(i), and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii6.01(i); provided that contemporaneously with the occurrence of any of the actions permitted to be taken pursuant to this clause (b), the Borrowers shall furnish to the Agent an updated Borrowing Base Certificate.

Fundamental Changes. Merge into (a) Merge, reorganize, consolidate or consolidate amalgamate with any other Person, or permit any other Person to merge into liquidate, wind up its affairs or consolidate with itdissolve itself, or sell, transfer, lease or otherwise dispose of (in one each case whether in a single transaction or in a series of related transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing that (i) any Subsidiary of any a Borrower may merge be merged or consolidated with or into any of its Subsidiaries provided that such Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entityPerson, (Bii) if any Subsidiary Guarantor is a party to such merger (Obligor other than the Parent may be merged or consolidated with a Borrower or Holdings), such Subsidiary Guarantor shall be into any other Obligor other than the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d))Parent, (iii) any Subsidiary of Holdings other than the Borrowers an Obligor which is not an Obligor may sell, transfer, lease be merged or otherwise dispose of its assets to consolidated with or into any Borrower, to Holdings or to a Subsidiary of Holdings (Obligor provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee Obligor shall be a Subsidiary Guarantor)the continuing or surviving corporation, (iv) any Subsidiary of Holdings which is not an Obligor may be merged or consolidated with or into any other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person Subsidiary that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiariesan Obligor, (v) any Obligor or Subsidiary of Holdings other than the Borrowers (exceptthereof may be merged or consolidated with or into any Person in connection with a Permitted Asset Disposition, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings 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 (vii) any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to an Obligor may dissolve, liquidate or wind up its affairs at any time provided that such merger ifdissolution, in the case of any merger involving Holdings, a Borrower liquidation or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantorwinding up, as applicable, is the continuing could not reasonably be expected to have a Material Adverse Effect; or surviving entity or(b) without providing 10 days prior written notice to Lender, in the case (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 any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)organization.

Fundamental Changes. Merge The Borrower shall not, and shall not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom (ia) any Subsidiary of any Borrower Person may merge into such Borrower any Restricted Subsidiary in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor)) is a Subsidiary Guarantor, (ivb) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve into another Restricted Subsidiary if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, (c) a Borrower-Holdings Merger or a Borrower-XM Merger and (vid) Holdings or any Wholly Owned Restricted Subsidiary of Holdings (other than a Subsidiary Guarantor) may merge with and into the Borrower to form a parent entity of the Borrower so long as the Borrower is the surviving corporation; provided that any such merger involving a Person that is not a Wholly Owned Subsidiary of Holdings immediately prior to such merger if, shall not be permitted unless also permitted by Section 6.02; provided further that in the case of any merger involving HoldingsBorrower – Holdings Merger or Borrower – XM Merger, (i) the resulting, surviving or transferee Person (the “Successor Company” shall be a Borrower Person organized and existing under the laws of the United State of America, any State thereof or the District of Columbia, and (ii) the Successor Company (if not the Borrower) shall (A) expressly assume the Borrower’s Obligations in respect of the Loans and the Borrower’s Obligations and the Borrower’s covenants under the Loan Documents to which it is or is to be a Subsidiary Guarantorparty in a writing satisfactory in form and substance to the Administrative Agent and (B) take or have taken all action to satisfy the Purchase Money Collateral and Guarantee Requirement and the Term Loan Collateral and Guarantee Requirement and take or have taken such other action as may be necessary or desirable, Holdingsor as the Administrative Agent may reasonably request, such Borrower or such Subsidiary Guarantorin order to preserve the Liens, and continue the perfection thereof with the same priority, as applicable, is granted and provided for or purported to be granted and provided for by the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Security Documents.

Fundamental Changes. Merge (a) The 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 sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its the assets of the Company and the Subsidiaries (in each case, whether now owned or hereafter acquiredtaken as a whole), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing and no Default shall result therefrom (i) any Subsidiary of any Borrower Person may merge into such Borrower the Company in a transaction in which such Borrower the Company is the surviving entitycorporation, (ii) any Subsidiary of Holdings Person may merge into Holdings or with any other Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such mergerSubsidiary (and, such in the case of a merger involving a Borrower the survivor shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)Borrower), (iii) any Subsidiary of Holdings other than the Borrowers Company may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business Company or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiariesanother Subsidiary, (viv) any Subsidiary of Holdings (other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)a Borrower) may liquidate or dissolve if Holdings and the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Company and is not materially disadvantageous to the Lenders, (v) the Company and its Subsidiaries may sell, transfer, lease or otherwise dispose of any Foreign Subsidiary (other than a Borrower) or any assets of any Foreign Subsidiary, (vi) Holdings this Section shall not be construed to restrict investments permitted by Section 6.04, (vii) this Section shall not be construed to restrict Permitted Securitization Transactions, (viii) the Company and its Subsidiaries may sell, transfer, lease or otherwise dispose of assets used or formerly used in its Long Jxxx Xxxxxx’x business and (ix) the Company and its Subsidiaries may sell, transfer, lease or otherwise dispose of assets with an aggregate fair market value not exceeding US$300,000,000 during the period subsequent to the date of the Existing Company Credit Agreement (in addition to sales, transfers, leases and other dispositions of assets that would not be prohibited by this Section without giving effect to this clause (ix)); provided that any Subsidiary merger permitted by clause (i) or (ii) of Holdings may merge with this Section involving a Person that is not a wholly owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with not be permitted unless also permitted by Section 6.01(i)(ii)6.04.

Fundamental Changes. Merge (a) The Company will not, and will 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 a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired)assets, or liquidate or dissolve, except 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 Company or any Material Subsidiary of any Borrower may merge into such Borrower in a transaction in which such Borrower is the surviving entity, (ii) or consolidate with any Subsidiary of Holdings may merge into Holdings or any other Subsidiary of Holdings (Person; provided that (A) if Kmart Corp. is a party to such mergerin the case of any merger or consolidation involving the Company, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. either (x) the Company shall be the continuing or surviving entitycorporation or (y) the continuing or surviving corporation shall be organized under the laws of the United States or any State thereof and shall assume all the Company’s obligations under this Agreement in a manner reasonably acceptable to the Administrative Agent, (B) if in the case of any Subsidiary Guarantor is merger or consolidation involving a party to such merger (other than with a Borrower or Holdings)Material Subsidiary, such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become be a Subsidiary Guarantor Subsidiary, and (C) if SRAC in the case of any merger or consolidation involving a Subsidiary that is a party to such mergerguarantor of the Obligations, then Sears the surviving entity shall comply Guarantee the Obligations; provided further, however, that notwithstanding the foregoing, no Material Subsidiary may merge or consolidate with the requirements of Section 6.01(d)), Company and (iiiii) any Material Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings another Subsidiary (including by liquidating or to a Subsidiary of Holdings (dissolving into such other Subsidiary); provided that if such sale any transaction under this paragraph (a) involving a merger of or transfer includes Collateral and a disposition of assets by a non-Wholly Owned Subsidiary shall not be permitted unless the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a surviving Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in acquiring Person is a Wholly Owned Subsidiary. In the best interests of Holdings, the Borrowers and their Subsidiaries, (v) any Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders, and (vi) Holdings or any Subsidiary of Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in the case event of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, consolidation described in the case of any merger involving a Subsidiary Guarantorclause (i)(y), the continuing or surviving entity Company shall become a Subsidiary Guarantor give the Lenders reasonable prior notice thereof in accordance order to allow the Lenders to comply with Section 6.01(i)(ii)“know your customer” rules and other applicable regulations.

Fundamental Changes. Merge (a) The Borrower will not, nor will it permit any of its Restricted Subsidiaries 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 a series of transactions) all or substantially all any substantial part of its assets assets, or any of its Oil and Gas Interests (including any contribution or transfer of Oil and Gas Interests in connection with the formation of any joint venture or partnership with any Person that is not a Restricted Subsidiary) or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, (i) the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business, and if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (iii) any Restricted Subsidiary of any Borrower may merge into such the Borrower in a transaction in which such the Borrower is the surviving entity, (iiiii) any Restricted Subsidiary of Holdings may merge into Holdings or any other Restricted Subsidiary of Holdings (provided that (A) if Kmart Corp. in a transaction in which the surviving entity is a party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entityRestricted Subsidiary, (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iiiiv) any Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to any Borrower, to Holdings or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiariesanother Restricted Subsidiary, (v) any Restricted Subsidiary of Holdings other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Borrower and is not materially disadvantageous to the Lenders, and (vi) Holdings the Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of Holdings may merge with a Person equipment and related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any of its Restricted Subsidiaries or that is not a being replaced by equipment of comparable value and utility, and (vii) the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Holdings immediately prior any of its Oil and Gas Interests and the Equity Interests of any Restricted Subsidiary; provided that (A) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of such merger ifassets subject to the sale or other disposition (as reasonably determined by, in the case of any merger involving Holdingssale or disposition of assets with a value equal to or greater than $15,000,000, the Board of Directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying to that effect), (B) 100% of the consideration for such sale or other disposition shall be in the form of cash or Permitted Investments and (C) to the extent that the aggregate Net Cash Proceeds from all such sales or other dispositions since the Effective Date exceed $10,000,000, no later than one Business Day after the receipt by Borrower or a any Restricted Subsidiary Guarantorof such Net Cash Proceeds, Holdings, such Borrower or such Subsidiary Guarantor, shall prepay the Revolving Loans to the extent required to cause the Revolving Commitment to exceed the Revolving Credit Exposure by an amount equal to ten percent (10%) of the Revolving Commitment and use all of the remaining Net Cash Proceeds to prepay the Loans to the extent permitted under the Revolving Credit Agreement as applicable, is in effect on the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Effective Date.

Fundamental Changes. Merge The Company will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with or amalgamate into any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or sell, transferlease, lease transfer or otherwise dispose of (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)) or all or substantially all of the stock of any such Restricted Subsidiary (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Company or any such Restricted Subsidiary of any Borrower may merge into or amalgamate with a Person if the Company (or such Borrower in Restricted Subsidiary if the Company is not a transaction in which party to such Borrower merger) is the surviving entityPerson (provided that in the case of an Acquisition permitted by Section 7.02 by a Subsidiary Guarantor, the acquired company may be the surviving Person so long as such acquired company becomes a Subsidiary Guarantor as required by Section 6.13), (ii) any such Restricted Subsidiary of Holdings may merge or amalgamate into Holdings or any other Subsidiary of Holdings (provided another Restricted Subsidiary; provided, that (A) if Kmart Corp. is a any party to such mergermerger or amalgamation is a Designated Borrower or a Subsidiary Guarantor, such merger shall be with Holdings, Kmart Designated Borrower or a direct such Subsidiary of Kmart Corp. and Kmart Corp. Guarantor (as applicable) shall be the continuing surviving Person (and if the non-surviving Restricted Subsidiary was also a Subsidiary Guarantor, the Administrative Agent, upon such event and at the request and expense of the Company and/or the applicable Designated Borrower or the surviving entitySubsidiary Guarantor, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Guarantor from its obligations under the Guaranty) or (B) if any Subsidiary Guarantor is a party to such merger (other than with a Borrower or Holdings), such Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become amalgamation is not a Subsidiary Guarantor Guarantor, the surviving Person shall execute and (C) if SRAC is a party deliver to such merger, then Sears shall comply with the requirements Administrative Agent an agreement guaranteeing payment of the Obligations in form and substance satisfactory to the Administrative Agent and the Required Lenders to the extent required under Section 6.01(d))6.13, (iii) any such Restricted Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrowerthe Company, to Holdings a Designated Borrower or to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease transaction permitted under Section 7.02 or otherwise dispose of its assets to a Person that is not a Subsidiary through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers 7.05 and their Subsidiaries, (v) any such Restricted Subsidiary of Holdings (other than the Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)a Designated Borrower or a Subsidiary Guarantor) may liquidate or dissolve if Holdings and the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrowers and their Subsidiaries Company and is not materially disadvantageous to the Lenders; provided, and (vi) Holdings that any such merger or any Subsidiary of Holdings may merge with amalgamation involving a Person that is not a Wholly-Owned Subsidiary of Holdings that is a Restricted Subsidiary immediately prior to such merger ifshall not be permitted unless also permitted by Section 7.02. Notwithstanding the foregoing, in the case of no event shall any merger involving Holdings, a Borrower Domestic Obligor merge into or a Subsidiary Guarantor, Holdings, consolidate or amalgamate into any Foreign Obligor unless such Borrower or such Subsidiary Guarantor, as applicable, Domestic Obligor is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii)Person.