Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. (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, or all or substantially all of the 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 shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower Company will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries (other than any Securitization Entity) to, merge enter into any transaction of merger or consolidate with any other Personconsolidation or amalgamation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), including, in each case, pursuant to a Delaware LLC Division. The Company will not, nor will it permit any other Person to merge into of its Restricted Subsidiaries to, acquire any business or consolidate with itproperty from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business, Investments permitted under Section 7.05 and Capital Expenditures. The Company will not, nor will it permit any of its Restricted Subsidiaries to, 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, business or all or substantially all of the stock of any of the Subsidiaries (in each caseproperty, whether now owned or hereafter acquiredacquired (including, without limitation, receivables and leasehold interests, but excluding (w) the dissolution, liquidation or winding up of any Restricted Subsidiary so long as the Company has determined such transaction is in the best interest of the Company and is not materially adverse to the interests of the Lenders, (x) transfers or dispositions of obsolete or worn out property, tools or equipment, or other assets, in each case, no longer used or useful in its business, (y) transfers or dispositions of any inventory or other property sold or disposed of in the ordinary course of business and on ordinary business terms and (z) transfers or dispositions of Securitization Assets pursuant to a Permitted Securitization Financing permitted by Section 7.01(l)), including, in each case, pursuant to a Delaware LLC Division. Notwithstanding the foregoing provisions of this Section 7.04: (a) any Restricted Subsidiary may be merged or liquidate consolidated with or dissolveinto the Company or any other Restricted Subsidiary; provided that (i) if any such transaction shall be between a Restricted Subsidiary and a Wholly Owned Restricted Subsidiary of the Company, except thata Wholly Owned Restricted Subsidiary shall be the continuing or surviving corporation and (ii) if any such transaction shall be between the Company and a Restricted Subsidiary, the Company shall be the continuing or surviving corporation; (b) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to the Company or any Wholly Owned Restricted Subsidiary of the Company; (c) the capital stock of any Restricted Subsidiary may be sold, transferred or otherwise disposed of to the Company or any Wholly Owned Restricted Subsidiary of the Company; (d) the Company or any of its Restricted Subsidiaries may sell assets (including, without limitation, capital stock issued by any of their respective Subsidiaries) for fair market value provided that (i) the aggregate amount of Disposition Investments and other non-cash proceeds (valued at the fair market value thereof determined in good faith by the Board of Directors of the Company) received by the seller in the sale of any asset shall not exceed 25% of the total sales price for such asset (including (A) the amount of liabilities, if any, assumed as a portion of the sales price and (B) the amount of any repayment by the seller of the principal of Indebtedness to the extent that (X) such Indebtedness is secured by a Lien on such asset and (Y) the seller is required by the transferee of (or holder of a Lien on) such assets to repay such principal as a condition to the purchase of such asset) and (ii) no more than 10% of EBITDA for any fiscal year of the Company shall be attributable to all such assets so sold in the following fiscal year of the Company; (e) the Company or any Restricted Subsidiary of the Company may acquire any business, and the related assets, of any other Person including of an Unrestricted Subsidiary (whether by way of purchase of assets or stock, by merger or consolidation or otherwise), so long as: (i) such Acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the Company or a Restricted Subsidiary of the Company and, if effected by merger or consolidation involving the Company, the Company shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Restricted Subsidiary of the Company, such Wholly Owned Restricted Subsidiary shall be the continuing or surviving entity; (ii) such Acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Restricted Subsidiary of the Company; (iii) at any time that the time thereof and immediately covenant set forth in Section 7.09 is in effect, after giving effect thereto to such Acquisition the Company shall be in compliance with Section 7.09 (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the period of four fiscal quarters most recently ended prior to the date of such Acquisition for which financial statements of the Company and its Restricted Subsidiaries are available, under the assumption that such Acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such Acquisition) and, in the event that the aggregate amount of expenditures in respect of such Acquisition shall exceed $100,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer showing calculations in reasonable detail to demonstrate compliance with this subclause (iii); and (iv) immediately prior to such Acquisition and after giving effect thereto, no Default shall have occurred and be continuing, ; (if) any Person the Company and its Restricted Subsidiaries may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any one or more outdoor properties in exchange for one or more other outdoor properties (including logo signage businesses), so long as the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated.aggregate EBITDA attributable to the properties so disposed of during any single fiscal year does not exceed 15% of the aggregate EBITDA of the Company and its Restricted Subsidiaries for the most recently-ended fiscal year (such EBITDA to be determined for these purposes without giving effect to the last paragraph of the definition of such term in Section 1.01); and (bg) The Borrower will notany sale, and will not permit any Subsidiary toassignment, engage to any material extent in any line transfer or other disposition of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted property by the Borrower and the Subsidiaries and businesses in the information technologies Company or computer industries and businesses reasonably related theretoany Restricted Subsidiary that would be permitted as an Investment pursuant to Section 7.05(a) shall be permitted under this Section 7.04.

Fundamental Changes. (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 Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is a SubsidiaryRestricted Subsidiary or which is permitted as a Disposition under Section 6.04, (iii) any Subsidiary that is not a Material Restricted Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its assets and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries to the Borrower or to another Restricted Subsidiary or in a transaction which is permitted as a Disposition under Section 6.04 and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders; provided that any distribution or other transfer such merger which is in the nature of assets in connection with a sale of a Person that is not a wholly owned Restricted Subsidiary immediately prior to such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, engage to any material extent in any change its line of business material to from the Borrower and the Subsidiaries, taken as a whole, other than businesses currently lines of business conducted by the Borrower and its Restricted Subsidiaries on the Subsidiaries and date of execution of this Agreement (other than businesses in the information technologies incidental or computer industries and businesses reasonably related thereto).

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any of the Subsidiary Guarantors to, merge 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 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, or all or substantially all of the stock of any of the Subsidiaries (in each case, whether now owned or hereafter acquired), but excluding (x) assets (other than Investments) sold or liquidate disposed 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, Investments. Notwithstanding the foregoing provisions of this Section: (a) any Subsidiary Guarantor of the Borrower may be merged or dissolveconsolidated with or into the Borrower or any other Subsidiary Guarantor; provided that if any such transaction shall be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, except thatthe wholly owned Subsidiary Guarantor shall be the continuing or surviving corporation; (b) any Subsidiary Guarantor of the Borrower may sell, if lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower; (c) the capital stock of any Subsidiary of the Borrower may be sold, transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower; (d) the Obligors may sell, transfer or otherwise dispose of Investments (other than to a Financing Subsidiary) so long as after giving effect to such sale, transfer or other disposition (and any concurrent acquisitions of Investments or payment of outstanding Loans) the Covered Debt Amount does not exceed the Borrowing Base; (e) the Obligors may sell, transfer or otherwise dispose of Investments to a Financing Subsidiary so long as (i) after giving effect to such sale, transfer or other disposition (and any concurrent acquisitions of Investments or payment of outstanding Loans) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect and (ii) either (x) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such release 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; (f) the Borrower may merge or consolidate with any other Person so long as (i) the Borrower is the continuing or surviving entity in such transaction and (ii) at the time thereof and immediately after giving effect thereto thereto, no Default shall have occurred and or be continuing, ; and (ig) any Person may merge into the Borrower in a transaction in which and each of the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary Guarantors may sell, transferlease, lease transfer or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution equipment or other property or assets that do not consist of Investments so long as the aggregate amount of all such sales, leases, transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will dispositions does not permit any Subsidiary to, engage to any material extent exceed $5,000,000 in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related theretofiscal year.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of the Subsidiaries assets (in each case, whether now owned or hereafter acquired)) to or in favor of any Person, except: (a) any Subsidiary of the Borrower may be merged with or into the Borrower or any Guarantor, or liquidate be liquidated, wound up or dissolvedissolved, except thator all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any Guarantor; provided, in the case of such a merger, the Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person and shall not change its jurisdiction of establishment; and (b) any Subsidiary of the Borrower that is not a Guarantor may be merged with or into another Subsidiary of the Borrower, 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, in one transaction or a series of transactions, to another Subsidiary of the Borrower; provided, in the case of a merger between a Subsidiary of the Borrower that is not a Guarantor and a Guarantor, the Guarantor shall be the continuing or surviving Person and shall not change its jurisdiction of establishment; (c) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to consolidate with the Borrower or to another a Subsidiary and of the Borrower, if (A) any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, a Subsidiary of the Borrower (iv) any which Subsidiary may merge shall have assumed the Obligations of the applicable Guarantor by operation of Law or through assumption documents satisfactory to the Administrative Agent to the extent a Guarantor is merged with or into any Material or consolidated with such Subsidiary in a transaction in which and such Guarantor is not the surviving entity person) is a Material Subsidiary and the surviving Person or (vB) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution the applicable Subsidiary, as the case may be, is in not the best interests surviving Person, (x) all Obligations of the Borrower and is not materially disadvantageous or the applicable Subsidiary, as the case may be, shall have been assumed by the surviving Person by operation of Law or through assumption documents reasonably satisfactory to the Lenders Administrative Agent and (y) the surviving Person shall be organized under the laws of any distribution or other transfer jurisdiction within the United States; and (d) if at the time thereof and immediately after giving effect thereto no Event of assets in connection with such liquidation or dissolution is made to Default shall have occurred and be continuing, the Borrower or another a Subsidiary in an amount consistent with such Person’s ownership percentage of the Borrower may (A) with respect to any Subsidiary, merge into any other Subsidiary being dissolved of the Borrower for the purpose of effecting a change in its state of incorporation in the United States (if all Obligations shall have been assumed by such Subsidiary by operation of Law or liquidated. (b) The Borrower will notthrough assumption documents reasonably satisfactory to the Administrative Agent), and will not permit any Subsidiary to, engage to any material extent (B) reincorporate in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses jurisdiction in the information technologies or computer industries and businesses reasonably related theretoUnited States, but must in each case promptly notify the Administrative Agent thereof.

Fundamental Changes. (a) The Borrower will shall not, and will not nor shall it permit any Material Subsidiary to, merge into directly or indirectly, 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, or all or substantially all of the stock of any of the Subsidiaries 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 shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the its Subsidiaries, taken as a whole, to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Person may merge or consolidate with and into the Borrower, so long as the Borrower shall be the continuing or surviving Person of such merger or consolidation; (b) any Material Subsidiary may merge or consolidate with or into any other than businesses currently conducted by Subsidiary, so long as a Subsidiary is the continuing or surviving Person of such merger or consolidation; (c) any Material Subsidiary may merge or consolidate with or into any other Person; provided, that, (i) if such merger or consolidation involves the Borrower, the Borrower shall be the continuing or surviving Person, and (ii) such merger or consolidation does not result in the Disposition of all or substantially all of the assets of the Borrower and the Subsidiaries its Subsidiaries, taken as a whole; and businesses (d) any Material Subsidiary may dissolve or liquidate; provided, that, (i) such dissolution or liquidation does not result in the information technologies Disposition of all or computer industries substantially all of the assets of the Borrower and businesses its Subsidiaries, taken as a whole, and (ii) such dissolution or liquidation could not reasonably related theretobe expected to have a Material Adverse Effect.

Fundamental Changes. (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, or all or substantially all of the stock of any of the Subsidiaries 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 shall have occurred and be continuing, continuing (ia) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (iib) any Person Person, including any Affiliate, may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iiic) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (d) any Subsidiary and may liquidate or dissolve or the Borrower or any Material Subsidiary may sell, transfer, lease or otherwise dispose of its the assets to the Borrower or any other Material Subsidiary, (iv) stock of any Subsidiary may merge with or into any Material Subsidiary if, in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if each case, the Borrower determines in good faith that such liquidation liquidation, dissolution, sale, transfer, lease or dissolution other disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution Lenders, (e) the Borrower may sell, transfer, contribute or other transfer otherwise dispose of all or substantially all the assets of or all or substantially all the stock of a Subsidiary in connection with such liquidation or dissolution is an investment made pursuant to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage clause (o) of the Subsidiary being dissolved or liquidated. definition of “Permitted Investments” and Section 7.08 and (bf) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the information technologies assets of a Subsidiary, or computer industries and businesses reasonably related theretoall or substantially all the stock of a Subsidiary; provided that the aggregate amount of all dispositions pursuant to this clause (f) shall not exceed five percent (5%) of Consolidated Total Assets (determined as of the fiscal quarter of the Borrower ending immediately prior to the date of the initial disposition pursuant to this clause (f)).

Fundamental Changes. (a) The Administrative Borrower will not, and will not permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate 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 the 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 shall have occurred and be continuing, : (ia) any Person Subsidiary that is not a Borrower may merge into the with any Borrower in a transaction in which the a Borrower is the surviving corporation, , (iib) any Person Subsidiary that is not a Borrower may merge with or into any Subsidiary that is not a Borrower in a transaction in which the surviving entity is a Subsidiary, ; (iiic) any Subsidiary that may merge with any Person in a transaction in which the surviving entity is not a Material Subsidiary; (d) any Borrower (other than the Administrative Borrower) may merge with any Person in a transaction in which the surviving entity is a Borrower and the Administrative Borrower may merge with any Person in a transaction in which the surviving entity is the Administrative Borrower; (e) the Administrative Borrower and any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the a Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, ; (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (vf) any Subsidiary that is not a Material Subsidiary Borrower may liquidate or dissolve if the Administrative Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders Lenders; (g) the Administrative Borrower and any distribution Subsidiary may sell, transfer, lease or other transfer otherwise dispose of (in one transaction or in a series of transactions), assets and properties so long as the net book value of all such dispositions from and after the Effective Date, shall not, in connection the aggregate, exceed 20% of the Administrative Borrower’s consolidated tangible assets as set forth on the Administrative Borrower’s most recently delivered audited financial statements delivered pursuant to Section 4.1(g); and (h) any Person may merge with such liquidation or dissolution is made to the and into any Borrower or another Subsidiary any of its direct or indirect wholly-owned Subsidiaries in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedAcquisition. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge 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, or all or substantially all of the stock of any of the Subsidiaries 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 Person Subsidiary of any Borrower may merge into the such Borrower in a transaction in which the such Borrower is the surviving corporationentity, (ii) any Person 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 into a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary in Guarantor is a transaction in which 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 Subsidiaryparty to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary that is not a Material 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 to another Holdings, the transferee shall be a Subsidiary and Guarantor), (iv) any Material 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 Borrower ordinary course of its business or any other Material Subsidiarydetermined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary Borrowers and their Subsidiaries, (v) any Subsidiary that is not a Material 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 Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrower Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders Lenders, and (vi) Holdings or any distribution or other transfer Subsidiary of assets Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in connection with such liquidation or dissolution is made to the case of any merger involving Holdings, a Borrower or another a Subsidiary in an amount consistent with Guarantor, Holdings, such Person’s ownership percentage of Borrower or such Subsidiary Guarantor, as applicable, is the Subsidiary being dissolved continuing or liquidated. (b) The Borrower will notsurviving entity or, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies case of any merger involving a Subsidiary Guarantor, the continuing or computer industries and businesses reasonably related theretosurviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. (a) The Borrower will notConsummate any merger, and will not permit any Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), 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, property or all or substantially all of the stock of any of the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at : (a) any Subsidiary of the time thereof and immediately after giving effect thereto no Default Borrower may be merged or consolidated with or into the Borrower or any other Subsidiary of the Borrower; provided that the Borrower or any such other Subsidiary shall have occurred and be continuing, the continuing or surviving corporation; (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another any Wholly Owned Subsidiary of the Borrower (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 6.4; (c) transactions not involving the Borrower or a Significant Subsidiary or any of their respective assets (other than the Capital Stock of the Subsidiary involved in such a transaction) may be consummated; (d) transactions involving Westar Industries and any Material Subsidiary may sellits Subsidiaries (subject to compliance with Section 6.4), transfer, lease or otherwise dispose of its assets to but not involving the Borrower or any of its Subsidiaries other Material Subsidiarythan Westar Industries and its Subsidiaries, may be consummated; and (e) the Borrower may consolidate with or merge into, any other corporation, or permit another corporation to merge into it; provided that (i) the surviving corporation, if such surviving corporation is not the Borrower (A) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (ivB) any Subsidiary may merge with or into any Material Subsidiary shall expressly assume in a transaction in which writing satisfactory to the surviving entity is a Material Subsidiary Administrative Agent the due and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests punctual payment of the Borrower Obligations and is not materially disadvantageous to the Lenders due and any distribution or other transfer punctual performance of assets in connection and compliance with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage all of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line terms of business material to the Borrower this Agreement and the Subsidiaries, taken as a whole, other than businesses currently conducted Loan Documents to be performed or complied with by the Borrower and (C) shall deliver all documents required to be delivered pursuant to Section 4.1, as applicable, (ii) immediately before and after such merger or consolidation, there shall not exist any Default or Event of Default and (iii) the Subsidiaries surviving corporation of such merger or consolidation has, both immediately before and businesses in the information technologies after such merger or computer industries and businesses reasonably related theretoconsolidation, a Xxxxx’x rating of Baa3 or better or an S&P rating of BBB- or better.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate 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 the 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 shall have occurred and be continuing, : (ia) any Person Subsidiary may merge into with the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, ; (iib) [intentionally omitted;] (c) any Person Subsidiary (other than a Subsidiary Guarantor) may merge with any Person (other than a Subsidiary Guarantor or into any Subsidiary the Company) in a transaction in which the surviving entity is a Subsidiary, ; (iiid) any Subsidiary that Guarantor may merge with any Person in a transaction in which the surviving entity is not a Material Subsidiary Guarantor or the Company, and the Company may merge with any Person in a transaction in which the surviving entity is the Company; (e) the Company and any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company, a Subsidiary Guarantor or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, ; (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (vf) any Subsidiary that is not a Material Subsidiary Guarantor may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders holders of the Notes; (g) the Company and any distribution Subsidiary may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) other transfer assets and properties so long as the Net Proceeds Amount with respect thereto is applied to a Debt Prepayment Application (including making an offer to prepay the Ratable Portion of assets the Notes in connection accordance with Section 8.9) or a Property Reinvestment Application within one year after such liquidation asset disposition (or dissolution with respect to cash proceeds received after such asset disposition is made consummated, within one year after receipt of such cash proceeds); provided that the Net Proceeds Amount shall not be required to be applied to a Debt Prepayment Application or Property Reinvestment Application except to the Borrower extent that the aggregate net book value of the disposed assets giving rise to such Net Proceeds Amount, when combined with the aggregate net book value of all other assets disposed of and giving rise to Net Proceeds Amounts during the fiscal year in which such disposition occurs, exceeds 10% of the Company’s consolidated tangible assets as set forth on the Company’s most recently delivered audited financial statements, and only to the extent of such excess; and (h) any Person may merge with and into the Company, any Subsidiary Guarantor or another Subsidiary any of its direct or indirect wholly-owned Subsidiaries in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedAcquisition. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, (x) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or (y) sell, transfer, lease lease, or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all the assets of the stock of any of the Subsidiaries Borrower and its Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), ) to another Person or (z) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Subsidiary or any other Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary toGuarantor to (x) merge into or consolidate with any other Person, engage or permit any other Person to any material extent merge into or consolidate with it, or (y) sell, transfer, lease, or otherwise dispose of (in any line one transaction or in a series of business material to related transactions) all or substantially all of the Borrower assets of such Guarantor and the Subsidiariesits subsidiaries, taken as a wholewhole (in each case, whether now owned or hereafter acquired) to another Person (other than, in each case, other than businesses currently conducted by with, into, or to (as applicable) the Borrower or another Guarantor), unless at the time thereof and immediately after giving effect thereto, no Default shall have occurred and be continuing, and (I) the Subsidiaries Person (if other than a Guarantor or the Borrower) formed by such consolidation or into which such Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all such properties and businesses assets, taken as a whole (the “Successor Guarantor”), is an entity organized under the laws of the United States of America, any state thereof or the District of Columbia, (II) such Successor Guarantor assumes such Guarantor’s obligations under the Guaranty and (III) the requirements of Section 5.10(a) are satisfied with respect to such Successor Guarantor (as if such Successor Guarantor were required to Guarantee the Obligations pursuant thereto); provided that this Section 6.03(b) shall not apply to a transaction pursuant to which such Guarantor shall be released from its obligations under the Guaranty in accordance with the information technologies or computer industries and businesses reasonably related theretoprovisions described in Section 9.17.

Fundamental Changes. (a) The Borrower CFC will not, and will not permit any Subsidiary of its 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, or all or substantially all of the stock of any of the 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 Person Subsidiary may merge into the Borrower CFC or CHL in a transaction in which the Borrower CFC or CHL, as applicable, is the surviving corporation, (ii) any Person subsidiary of CFC or CHL may merge with or into any Subsidiary other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Material Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to through transactions which are undertaken in the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose ordinary course of its assets business or determined by CFC in good faith to be in the Borrower or any other Material Subsidiarybest interests of CFC and its Subsidiaries, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary (other than CHL) may liquidate or dissolve if the Borrower CFC determines in good faith that such liquidation or dissolution is in the best interests of the Borrower CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any distribution Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or other transfer of assets in connection with such liquidation CHL, CFC or dissolution CHL, as applicable, is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedsurviving corporation. (b) The Borrower CFC will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by CFC and its Subsidiaries on the Borrower and the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) The Such 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, or all or substantially all of the stock or assets of any of the 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 Event of Default or Unmatured Default shall have occurred and be continuing, : (i) any Person Subsidiary may merge into the any Borrower in a transaction in which the a Borrower is the surviving corporation, corporation and (ii) any Person Subsidiary may merge with or into any Subsidiary a Guarantor in a transaction in which a Guarantor is the surviving entity is a Subsidiary, entity; (iiib) any Non-Guarantor Subsidiary that is not a Material may merge into any other Non-Guarantor Subsidiary; (c) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the any Borrower or to another Subsidiary and a Guarantor; provided that, with respect to any Material such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets; (d) any Non-Guarantor Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Non-Guarantor Subsidiary, ; (ive) any Asset Dispositions permitted by Section 6.09 (other than clause (b) thereof) shall be permitted; (f) any Subsidiary may merge with or into any Material the Person such Subsidiary was formed to acquire in connection with a transaction in which Permitted Acquisition; provided that a Guarantor shall be the continuing or surviving entity is or simultaneously with such transaction, the continuing or surviving entity shall become a Material Subsidiary and Guarantor pursuant to Section 5.10 in connection therewith; and (vg) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders and Lenders; provided that any distribution such merger, liquidation, dissolution or other transfer of assets in connection with disposition involving a Person that is not a wholly owned Subsidiary immediately prior to such liquidation merger, liquidation, dissolution or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidateddisposition shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower CFC and CHL will not, and will not permit any Subsidiary 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 of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of the 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 Person Subsidiary may merge into the Borrower CFC or CHL in a transaction in which the Borrower CFC or CHL, as applicable, is the surviving corporation, (ii) any Person subsidiary of CFC or CHL may merge with or into any Subsidiary other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Material Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to through transactions which are undertaken in the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose ordinary course of its assets business or determined by CFC in good faith to be in the Borrower or any other Material Subsidiarybest interests of CFC and its Subsidiaries, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary (other than CHL) may liquidate or dissolve if the Borrower CFC determines in good faith that such liquidation or dissolution is in the best interests of the Borrower CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any distribution Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or other transfer of assets in connection with such liquidation CHL, CFC or dissolution CHL, as applicable, is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedsurviving corporation. (b) The Borrower CFC will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by CFC and its Subsidiaries on the Borrower and the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. Neither the Initial Guarantor nor the Borrower will (a) The Borrower will not, and will not permit any Subsidiary to, 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 assetsassets to any other Person; provided that (i) the Borrower may consolidate or merge with or into, or sell, lease, or otherwise transfer all or substantially all of its assets to, the stock of any of Initial Guarantor, and the Subsidiaries (in each case, whether now owned Initial Guarantor 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 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) any Person may consolidate or merge with or into the Borrower in a transaction in which Initial Guarantor or the Borrower, and the Initial Guarantor or the Borrower is the surviving corporation, (ii) any Person may consolidate or merge with or into any Subsidiary in a transaction in which Person, as long as the surviving entity is a Subsidiaryentity, (iii) any Subsidiary that is not a Material Subsidiary may sellif other than the Initial Guarantor or the Borrower, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary has an Investment Grade Rating and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests assumes each of the Borrower obligations of the Initial Guarantor or the Borrower, as applicable, under the Loan Documents pursuant to an agreement executed and is not materially disadvantageous delivered to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made a form reasonably satisfactory to the Borrower or another Subsidiary in an amount consistent Required Lenders and such surviving entity provides 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 such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material respect to the Borrower PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related theretoAdministrative Agent.

Fundamental Changes. (a) The 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, or all or substantially all of the stock of any of the Subsidiaries (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 shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary a Wholly-Owned Subsidiary; provided that, upon request of the Required Lenders, any deferred purchase price shall be evidenced by a promissory note in form and substance reasonably acceptable to the Required Lenders, (iv) the Borrower or any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (ivextent permitted by Section 6.07(c) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material other than the Subsidiary Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders; provided that any distribution or other transfer of assets in connection with such liquidation or dissolution merger involving a Person that is made not a Wholly-Owned Subsidiary immediately prior to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and the Subsidiaries on the date of execution of this Agreement and businesses in at least a significant portion of which relates to businesses incidental, similar or complementary to existing businesses of any Consolidated Entity or to the information technologies or computer industries design and businesses reasonably related theretomanufacture of engineered specialty products for thermal/electrical/insulation and filtration/separation applications.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any Material Domestic Subsidiary or any Material Foreign Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of enter into any Asset Sale (in one transaction or in a series of transactions) with respect to all or substantially all of its assets, or all or substantially all of the 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 shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Person may merge into or amalgamate or consolidate with or into any Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary in connection with a Permitted Acquisition permitted pursuant to Section 6.04, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) the Company and its Subsidiaries may enter into any Asset Sale otherwise permitted by Section 6.05, (v) any Subsidiary may merge into or amalgamate or consolidate with or into any Material Subsidiary other Person in a transaction in which the surviving entity is not a Material Subsidiary unless such transaction or series of transactions shall constitute the disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, and (vvi) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and Lenders; provided that any distribution such merger under clause (i) or other transfer of assets in connection with (ii) above involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower Company will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower Company and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower Company will not, and nor will not the Company permit any Subsidiary of its Subsidiaries (other than an Immaterial Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itthe Company or its Subsidiaries, or sell, transfer, lease (other than leases and charters in the ordinary course of business) or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assetsthe assets of the Company, or all or substantially all any substantial part of the stock of any of the Subsidiaries of the Company (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 shall have occurred and be continuing, : (i1) any Person Subsidiary may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, ; (ii2) any Person Subsidiary may merge with or into any other Subsidiary in a transaction in which the consolidated ownership interest percentage in the surviving entity Subsidiary is a Subsidiary, no less than the consolidated ownership interest percentage in either predecessor entity; (iii3) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, ; (iv4) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Board of Directors determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower Company and is not materially disadvantageous to the Lenders Holders; (5) the Company and any distribution Subsidiary may sell, transfer or otherwise dispose of any of the Company or its Subsidiaries’ assets (in the ordinary course of business or otherwise) in any transaction or series of transactions so long as (A) the aggregate market value of all assets so sold, transferred, leased or otherwise disposed of under this clause (5) during any fiscal year does not exceed 25% of the aggregate market value of all of the Company and its Subsidiaries’ assets on the last day of the immediately preceding fiscal year and (B) the Company receives, or the relevant Subsidiary receives, consideration at the time of such sale, transfer, lease or other transfer of assets in connection with such liquidation or dissolution is made disposition at least equal to the Borrower or another Subsidiary fair market value (including as to the value of all non-cash consideration), as determined in an amount consistent with such Person’s ownership percentage good faith by the Board of Directors, of the Subsidiary being dissolved assets subject to such sale, transfer, lease or liquidated.other disposition; (b6) The Borrower will notthe Company and any of its Subsidiaries may enter into any sale, transfer or disposition that is followed by the leasing back of the asset sold, transferred or disposed of, provided those transactions are carried out in the ordinary course of business; and (7) so long as no Default or Change of Control would result therefrom, the Company and will not permit any Subsidiary toof its Subsidiaries may acquire the assets or interests of any Person, engage to by way of merger or consolidation, so long as, after taking into account such acquisition, container vessels and any material extent assets used in any line business incidental thereto (which may include the ownership, management and leasing of business material to containers) constitute at least 75% of the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related theretoCompany’s consolidated total assets.

Fundamental Changes. (a) The Borrower 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 substantially all any substantial portion of its assets, or all or substantially all of 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 Event of Default or default under the Obligation Documents shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower or consolidate with Guarantor in a transaction in which the Borrower Guarantor is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Guarantor or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Guarantor and is not materially disadvantageous to BNPLC or the Lenders Participants and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower Guarantor or another Subsidiary in an amount consistent with such Person’s 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 (vii) Guarantor and the Subsidiaries may sell, lease or otherwise dispose of property in any other transaction in the ordinary course of business, provided that, with respect to transactions outside of the ordinary course of business, the aggregate fair market value of all assets sold, leased or otherwise disposed of in transactions under this clause (vii) shall 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 respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 at such time. (b) The Borrower Guarantor will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower Guarantor and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower Guarantor and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. 6.10.1 The Borrower will not, and will not permit any of its Material Subsidiaries to, (a) enter into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, that as long as no Default or Unmatured Default exists and is continuing or would be caused thereby: (i) a Person (including a Subsidiary of the Borrower) may be merged or consolidated with or into the Borrower so long as (A) the Borrower shall be the continuing or surviving entity and (B) the Borrower remains liable for its obligations under this Agreement and all the rights and remedies hereunder remain in full force and effect, (ii) a Material Subsidiary may (A) merge or consolidate with or into another Subsidiary of the Borrower or (B) merge or consolidate with or into any other Person (other than the Borrower, which shall be governed by clause (i) of this Section) so long as either (x) such Material Subsidiary shall be the surviving entity of such merger or consolidation or (y) upon such merger or consolidation, such other Person would become a Material Subsidiary of the Borrower and (iii) the Borrower or any Subsidiary may otherwise take such action to the extent permitted by Section 6.10.2. (a) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, merge into directly or consolidate with any other Personindirectly, or permit any other Person to merge into or consolidate with itconvey, or sell, lease, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the 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 shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedits Subsidiaries on a consolidated basis. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent directly or indirectly, convey, sell, lease, transfer, or otherwise dispose of assets (including interests in any line Person), businesses or operations of business material any Person; provided, that, subject to clause (a) above, (i) the Borrower and its Subsidiaries may enter into sales and leases of inventory in the Subsidiariesordinary course of business, taken as a whole, other than businesses currently conducted by (ii) the Borrower and the its Subsidiaries and businesses may enter into leases of transportation capacity, storage capacity, and/or processing capacity in the information technologies ordinary course of business, (iii) the Borrower and its Subsidiaries may enter into conveyances, sales, leases, transfers, or computer industries other disposition of obsolete, surplus or unusable equipment in the ordinary course of its business and businesses reasonably related thereto(iv) if no Default or Unmatured Default exists and is continuing or would be caused thereby, the Borrower and its Subsidiaries may convey sale, lease, transfer or dispose of other assets. (c) Notwithstanding the foregoing clauses (a) and (b), nothing herein shall be deemed to prohibit (i) an IPO or (ii) the Borrower or any Subsidiary from conveying, selling, leasing, transferring, or otherwise disposing of any assets to any other Subsidiary or to the Borrower.

Fundamental Changes. (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, or all or substantially all of the 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 shall have occurred and be continuing, continuing or would result therefrom (i) any Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporationentity or the surviving entity is organized under the laws of the United States and expressly assumes the Borrower’s obligations under this Agreement, (ii) any Person (other than the Borrower) may merge into or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary, (iii) any Restricted Subsidiary that may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.04 in which, after giving effect to such transaction, the surviving entity is not a Material Subsidiary, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary merge with and into an Affiliate thereof in connection with any Material REIT Conversion and (v) any Restricted Subsidiary may sellliquidate or dissolve if in connection with such liquidation or dissolution, transfer, lease or otherwise dispose substantially all the assets of its assets such Restricted Subsidiary are transferred to the Borrower or any other Material Restricted Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will notNotwithstanding anything to the contrary in this Agreement or any other Loan Document, and will not permit any Subsidiary to, engage to any material extent in any line each of business material to the Borrower and the Subsidiarieseach Restricted Subsidiary will be permitted, taken as a wholefrom time to time, other than businesses currently conducted by to change its organizational structure or its jurisdiction of incorporation or organization; provided that the Borrower and shall not change its jurisdiction of incorporation or organization to any jurisdiction outside the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related theretoUnited States of America.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary 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, or all any of its Borrowing Base Properties or substantially all of the stock of any of the Subsidiaries 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 shall have occurred and be continuing, (i) any Person Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Person Restricted Subsidiary may merge with or into any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary, (iii) any Subsidiary that is not a Material Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Restricted Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to Lenders, (v) the Borrower or another any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in an amount consistent with such Person’s ownership percentage 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) subject to Section 2.12(b), the Borrower or any Restricted Subsidiary being dissolved may sell, transfer, lease, exchange, abandon or liquidatedotherwise dispose of Borrowing Base Properties with a value not exceeding, in the 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 Oil 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, assumptions and discount rates used to determine the Engineered Value of the Borrowing Base Properties as of the most recent Redetermination. In addition, for purposes of determining compliance with clause (vi) of this Section with respect to any exchange of Oil and Gas Interests, the value of such exchange shall be the net reduction, if any, in Engineered Value realized or resulting from such exchange. (b) The Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Restricted Subsidiaries on the Subsidiaries date of execution of this Agreement and businesses in after giving effect to the information technologies or computer industries Transactions and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower It will not, and will not permit any Subsidiary of its 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, or all or substantially all of the stock Equity Interests of any of the Subsidiaries Subsidiary (in each case, whether now owned or hereafter acquired), or divide, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, : (a) any Subsidiary (i) any Person that is not a Borrower may merge into with the Borrower in a transaction in which Company, provided that the Borrower is Company shall be the continuing or surviving corporationPerson, (ii) may merge with any Person Borrower, provided that such Borrower shall be the continuing or surviving Person, or (iii) that is not a Borrower may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any other Subsidiary that is not a Material Borrower; (b) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary and Subsidiary; provided that if the transferor in such a transaction is a Borrower, then the transferee must be a Borrower; and (c) the Company may sell, transfer, lease or otherwise dispose of its assets, or any Material Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate net book value of all such assets sold, transferred, leased or otherwise disposed of by the Company and its Subsidiaries in all transactions occurring from and after the date of this Agreement shall not exceed an amount equal to twenty-five percent (25%) of Consolidated Total Tangible Assets, measured as the sum of the percentages for each such transaction, in each case based upon the Consolidated Total Tangible Assets as of the end of the most recently completed fiscal year prior to the Borrower or any other Material Subsidiaryapplicable sale, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution transfer, lease or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidateddisposition. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Material Subsidiary to, merge into 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 assetsassets (as used herein, or all or substantially all of the including capital stock of any of the Subsidiaries and/or other ownership interest) (in each casecollectively, whether now owned or hereafter acquired“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 shall have occurred and be continuing, (i) any Person Dispositions may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is be made to the Borrower or a Material Subsidiary (or a party that concurrently therewith will become a Material Subsidiary), Dispositions may be made by a Material Subsidiary to another Subsidiary in an amount consistent with such Person’s ownership percentage Person that concurrently therewith will become a Material Subsidiary, Dispositions may be made of all or any portion of the Subsidiary being dissolved assets or liquidated. capital stock of (bor other ownership interest in) The Borrower will notany Enable Entity, and will not permit or any Subsidiary toEnable Entity may merge or consolidate with any Person, engage 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 material extent of the Enable Entities (i.e., calculated in any line the aggregate) and subsequently sold, transferred or otherwise disposed of business material 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 Subsidiariesconsolidated balance sheet of the Borrower and its Subsidiaries most recently delivered to the Lender pursuant to Section 6.1.1 or 6.1.2, taken as applicable, prior to the date of determination, Dispositions of accounts and receivables (and other related assets) pursuant to a wholeReceivables Purchase Facility, Dispositions of Designated Charges and other than businesses currently conducted related assets in connection with the issuance of any Approved Cost Recovery Bonds and 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 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 consolidated basis as determined in accordance with GAAP, (x) as shown on the consolidated balance sheet of the Borrower and businesses its Subsidiaries as of December 31, 2019 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, 2019) immediately prior to such disposition; 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 information technologies equity or computer industries and businesses reasonably related theretoassets of the Enable Entities (as if such interests in such equity or assets had never been owned by such Person).

Fundamental Changes. (a) The Borrower 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 of its assets, or all or substantially all the assets of the stock of any of 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 shall have occurred and be continuing, continuing (i) the Company or any Subsidiary may merge with or consolidate into any Person (other than any Subsidiary), provided that the Company or such Subsidiary, as the case may merge into be, shall be the Borrower in a transaction in which the Borrower is the continuing or surviving corporation, (ii) any Person Subsidiary may merge with or into the Company in a transaction in which the Company is the surviving corporation, (iii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iiiiv) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and any distribution (vi) the Company may dispose of one or other transfer of more Subsidiaries, which Subsidiaries may not be Borrowing Subsidiaries, not constituting all or substantially all the assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Company and the Subsidiaries on a consolidated basis by causing such Subsidiary being dissolved or liquidatedSubsidiaries to be merged with or into any other Person. (b) The Borrower Company will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type, or involving similar themes, content and customer orientation as the business, conducted by the Borrower Company and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date hereof and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will shall not, and will not nor shall it permit any Subsidiary of its Material Subsidiaries to, merge enter into any transaction of merger or consolidate with consolidation or amalgamation, liquidate, wind up or dissolve itself (or suffer any other Person, liquidation or permit any other Person to merge into dissolution) or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all the assets of the stock Borrower and its Subsidiaries, taken as a whole, except in connection with a disposition of a Material Subsidiary. Notwithstanding the foregoing provisions of this Section 6.03, (a) any Subsidiary of the Subsidiaries Borrower may be merged or consolidated with or into: (in each caseA) the Borrower if the Borrower shall be the continuing or surviving corporation or (B) any other Subsidiary; provided, 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 shall have occurred and be continuing, that (i) if any such transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the surviving Person shall be a Wholly-Owned Subsidiary and (ii) if any such transaction shall be between a Subsidiary which is not a Subsidiary Guarantor and a Subsidiary Guarantor, the surviving Person shall be a Subsidiary Guarantor; (b) the Borrower or any Subsidiary may merge into or consolidate with any other Person so long as (A) the surviving corporation is the Borrower in a transaction in which or, if the Borrower is not a party thereto, such Subsidiary, or the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is becomes a Subsidiary, (iiiB) no Default is in existence or would occur after giving effect to such merger, consolidation or acquisition, (C) the business activity engaged in by such other Person would be permitted under Section 6.03(d) hereof if such other Person were a Subsidiary of the Borrower prior to such merger, consolidation or acquisition and (D) after giving effect to such merger, consolidation or acquisition, the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Sections 6.11, 6.12 and 6.14 for the most recently ended Fiscal Quarter; and (c) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is would not reasonably be expected to result in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidateda Material Adverse Effect. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (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, or their consolidated assets (including all or substantially all of the stock of any of Equity Interests in the Subsidiaries Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default following events shall have occurred and be continuing, permitted without the consent of the Lenders: (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationcorporation (or, if the Borrower is not the survivor, the Required Lenders have consented to such transaction), (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower, is not materially disadvantageous to the Lenders, and does not result in a Default or an Event of Default hereunder and (v) the Borrower or any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution any disposition of assets that is made to permitted by this Agreement; and provided further that only the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage approval of the Subsidiary being dissolved or liquidatedRequired Lenders, without the payment of any fees by the Borrower, shall be required for an Approved M&A Transaction. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries Effective Date and businesses reasonably related or incidental thereto.

Fundamental Changes. (a) The Such Borrower will not, and will not permit any Subsidiary 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 Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person may merge into the such Borrower in a transaction in which the such Borrower is the surviving corporation, (ii) any Person (other than such Borrower) may merge or consolidate with or into any Subsidiary of its Restricted Subsidiaries in a transaction in which the surviving entity is its Restricted Subsidiary or which is permitted as a Subsidiary, Disposition under Section 6.04; (iii) any Subsidiary that is not a Material Restricted Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its assets assets, and such Borrower or any of its Restricted Subsidiaries may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the such Borrower or to another Restricted Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the such Borrower or any other Material Subsidiary, in a transaction which is permitted as a Disposition under Section 6.04 and (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary of its Restricted Subsidiaries may liquidate or dissolve if the such Borrower determines in good faith that such liquidation or dissolution is in the best interests of the such Borrower and is not materially disadvantageous to the Lenders and Lenders; provided that any distribution or other transfer such merger which is in the nature of assets in connection with a sale of a Person that is not a wholly owned Restricted Subsidiary of such liquidation or dissolution is made Borrower immediately prior to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6.04. (b) The Such Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, engage to any material extent in any change its line of business material to from the lines of business conducted by such Borrower and its Restricted Subsidiaries on the Subsidiaries, taken as a whole, date of execution of this Agreement (other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies incidental or computer industries and businesses reasonably related thereto).

Fundamental Changes. (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 assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock Capital Stock of any of the 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, then (i) the Borrower or any Person Subsidiary may merge into with a Person if the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a another Subsidiary, ; (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, and (iv) any Subsidiary may merge with sell, lease, transfer or into any Material Subsidiary otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in which each case, whether now owned or hereafter acquired) or all or substantially all of the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary Capital Stock of its Subsidiaries or may liquidate or dissolve if the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders; provided, however, that in no event shall any distribution such merger, consolidation, sale, transfer, lease or other transfer disposition whether or not otherwise permitted by this Section 7.3 have the effect of assets in connection with such liquidation or dissolution is made to releasing the Borrower from any of its obligations and liabilities under this Agreement or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedother Loan Documents. (b) So long as Northern Border is a Significant Subsidiary of the Borrower, the Borrower shall not provide its consent to, or vote to, permit Northern Border to lease, sell or otherwise dispose of its assets to any other Person except: (i) sales of inventory, investments, and other assets in the ordinary course of business, (ii) leases, sales or other dispositions of its assets that, together with all other assets of Northern Border previously leased, sold or disposed of (other than disposed of pursuant to this Section 7.3(b)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of Northern Border, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the business of Northern Border, and (v) as permitted pursuant to the Northern Border Partnership Agreement as in effect on the Closing Date. (c) So long as GLGT is a Significant Subsidiary of the Borrower, the Borrower shall not provide its consent to, or vote to, permit GLGT to lease, sell or otherwise dispose of its assets to any other Person except: (i) sales of inventory, investments, and other assets in the ordinary course of business, (ii) leases, sales or other dispositions of its assets that, together with all other assets of GLGT previously leased, sold or disposed of (other than disposed of pursuant to this Section 7.3(c)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of GLGT, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the business of GLGT, and (v) as permitted pursuant to the GLGT Partnership Agreement as in effect on the Closing Date. (d) So long as Bison is a Significant Subsidiary of the Borrower, the Borrower shall not provide its consent to, or vote to, permit Bison to lease, sell or otherwise dispose of its assets to any other Person except: (i) sales of inventory, investments, and other assets in the ordinary course of business, (ii) leases, sales or other dispositions of its assets that, together with all other assets of Bison previously leased, sold or disposed of (other than disposed of pursuant to this Section 7.3(d)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of Bison, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the business of Bison and (v) as permitted pursuant to the Bison Operating Agreement as in effect on the Closing Date. (e) So long as GTN LLC is a Significant Subsidiary of the Borrower, the Borrower shall not provide its consent to, or vote to, permit GTN LLC to lease, sell or otherwise dispose of its assets to any other Person except: (i) sales of inventory, investments, and other assets in the ordinary course of business, (ii) leases, sales or other dispositions of its assets that, together with all other assets of GTN LLC previously leased, sold or disposed of (other than disposed of pursuant to this Section 7.3(e)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of GTN LLC, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the business of GTN LLC and (v) as permitted pursuant to the GTN Operating Agreement as in effect on the Closing Date. (f) The Borrower will notshall not engage in any business activity except (i) the direct or indirect ownership of Capital Stock of TC PipeLines ILP, TC GL ILP and Tuscarora ILP, (ii) the ownership or operation of energy infrastructure assets and/or (iii) such activities as may be incidental or related thereto. Neither TC PipeLines ILP, TC GL ILP, nor Tuscarora ILP shall, and will the Borrower shall not permit any Subsidiary of its Subsidiaries to, engage to any material extent engage, directly or indirectly, in any line of business material activity not related to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies ownership or computer industries and businesses reasonably related theretooperation of energy infrastructure assets.

Fundamental Changes. (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 substantially all a material portion of its assets, assets or all or substantially all of the stock of any of the its 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 continuingoccurred, (A) (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary a Person in connection with a transaction in which Permitted Acquisition; provided, that the Borrower shall be the surviving entity is a SubsidiaryPerson, or (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (ivii) any Subsidiary may merge with or into any Material a Person in connection with a Permitted Acquisition; provided, that such Subsidiary in a transaction in which shall be the surviving entity is a Material Subsidiary and Person (vif two Subsidiaries are party to such merger, one of those Subsidiaries shall be the surviving Person), (B) any Subsidiary that is not a Material Subsidiary may liquidate sell, lease, transfer or dissolve if dispose of its assets (including, without limitation, the Borrower determines in good faith that such liquidation or dissolution is in the best interests stock of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made Subsidiary) to the Borrower or another Subsidiary, (C) the Borrower or any Financial Institution Subsidiary may sell loans, investments, or other similar assets in an amount consistent with the ordinary course of its business, provided, that such Personsale or series of sales do not constitute a sale of all or a material portion of such Financial Institution Subsidiary’s ownership percentage assets, and (D) the Borrower and any Subsidiary may sell any Other Real Estate Owned; provided, further, that, in the case of clauses (C) and (D) hereof, both before and after giving pro forma effect to such transaction (calculated, in the case of loans, by the unpaid principal balance thereof, and, in the case of Other Real Estate Owned or other assets, the greater of (x) the fair market value thereof or (y) the purchase price thereof), the Borrower and each Financial Institution Subsidiary of the Subsidiary being dissolved or liquidatedBorrower shall be in compliance with Section 6.1 hereof. (b) The Borrower will not dispose of any Capital Stock in any of its Financial Institution Subsidiaries, whether by sale, assignment, lease or otherwise, without the prior written consent of the Lender. (c) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date hereof and businesses reasonably related theretoor incidental thereto or reasonable extensions thereof and any types of businesses that are expressly permitted by any Governmental Authority having jurisdiction over the Borrower and/or any Financial Institutions Subsidiary.

Fundamental Changes. (a) The Administrative Borrower will not, and will not permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate 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 the 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 shall have occurred and be continuing, : (ia) any Person Subsidiary may merge into the with any Borrower in a transaction in which the a Borrower is the surviving corporation, , (iib) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, ; (iiic) any Subsidiary that may merge with any Person in a transaction in which the surviving entity is not a Material Subsidiary; (d) any Borrower (other than the Administrative Borrower) may merge with any Person in a transaction in which the surviving entity is a Borrower and the NYDOCS/1287812.1 Administrative Borrower may merge with any Person in a transaction in which the surviving entity is the Administrative Borrower; (e) the Administrative Borrower and any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the a Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, ; (ivf) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Administrative Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders Lenders; (g) the Administrative Borrower and any distribution Subsidiary may sell, transfer, lease or other transfer otherwise dispose of (in one transaction or in a series of transactions), assets and properties so long as the net book value of all such dispositions from and after the Effective Date, shall not, in connection the aggregate, exceed 20% of the Administrative Borrower’s consolidated tangible assets as set forth on the Administrative Borrower’s most recently delivered audited financial statements delivered pursuant to Section 4.1(g); and (h) any Person may merge with such liquidation or dissolution is made to the and into any Borrower or another Subsidiary any of its direct or indirect wholly-owned Subsidiaries in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedAcquisition. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge 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, or all or substantially all of the stock of any of the Subsidiaries 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 Person Subsidiary of any Borrower may merge into the such Borrower in a transaction in which the such Borrower is the surviving corporationentity, (ii) any Person 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 into a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary in Guarantor is a transaction in which 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 Subsidiaryparty to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary that is not a Material 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 Inventory, Credit Card Accounts Receivable or Related Intellectual Property and the transferee is not the Borrower or to another Holdings, the transferee shall be a Subsidiary and Guarantor), (iv) any Material 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 Borrower ordinary course of its business or any other Material Subsidiarydetermined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary Borrowers and their Subsidiaries, (v) any Subsidiary that is not a Material 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 Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrower Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders and (vi) Holdings or any distribution or other transfer Subsidiary of assets Holdings may merge with a Person that is not a Subsidiary of Holdings immediately prior to such merger if, in connection with such liquidation or dissolution is made to the case of any merger involving Holdings, a Borrower or another a Subsidiary in an amount consistent with Guarantor, Holdings, such Person’s ownership percentage of Borrower or such Subsidiary Guarantor, as applicable, is the Subsidiary being dissolved continuing or liquidated. (b) The Borrower will notsurviving entity or, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies case of any merger involving a Subsidiary Guarantor, the continuing or computer industries and businesses reasonably related theretosurviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii).

Fundamental Changes. (a) The Borrower Parent 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, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person (other than the Parent or the Borrower) may merge into the Parent or the Borrower in a transaction in which the Borrower Parent or the Borrower, as the case may be, is the surviving corporation, (ii) any Person (other than the Parent or the Borrower) may merge with or into any Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary (or, if such Person is a Designated Subsidiary Borrower if such surviving entity is a Designated Subsidiary Borrower), (iii) any Subsidiary that is not a Material Subsidiary (other than the Borrower) may sell, transfer, lease or otherwise dispose of its assets to the Parent or the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which (other than the surviving entity is a Material Subsidiary and (vBorrower) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and is not materially disadvantageous to the Lenders and (v) any distribution Subsidiary which is not a Significant Subsidiary may sell, or other transfer otherwise dispose of, all or substantially all of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedits assets. (b) The Borrower Parent will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (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, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person other Person, including a Subsidiary, may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders Lenders, and (v) 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 distribution or other transfer State thereof, (y) such Person shall assume all obligations of assets the Borrower hereunder, pursuant to an assumption agreement in connection with such liquidation or dissolution is made form and substance reasonably satisfactory to the Borrower or another 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 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 in an amount consistent with immediately prior to such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6.05. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (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 assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock Capital Stock of any of the 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, then (i) the Borrower or any Person Subsidiary may merge into with a Person if the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a another Subsidiary, ; (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, and (iv) any Subsidiary may merge with sell, lease, transfer or into any Material Subsidiary otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in which each case, whether now owned or hereafter acquired) or all or substantially all of the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary Capital Stock of its Subsidiaries or may liquidate or dissolve if the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders; provided, however, that in no event shall any distribution such merger, consolidation, sale, transfer, lease or other transfer disposition whether or not otherwise permitted by this Section 7.3 have the effect of assets in connection with such liquidation or dissolution is made to releasing the Borrower from any of its obligations and liabilities under this Agreement or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedother Loan Documents. (b) So long as Northern Border is a Significant Subsidiary of the Borrower, the Borrower shall not provide its consent to, or vote to, permit Northern Border to lease, sell or otherwise dispose of its assets to any other Person except: (i) sales of inventory, investments, and other assets in the ordinary course of business, (ii) leases, sales or other dispositions of its assets that, together with all other assets of Northern Border previously leased, sold or disposed of (other than disposed of pursuant to this Section 7.3(b)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of Northern Border, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the business of Northern Border, and (v) as permitted pursuant to the Northern Border Partnership Agreement as in effect on the Closing Date. (c) So long as GLGT is a Significant Subsidiary of the Borrower, the Borrower shall not provide its consent to, or vote to, permit GLGT to lease, sell or otherwise dispose of its assets to any other Person except: (i) sales of inventory, investments, and other assets in the ordinary course of business, (ii) leases, sales or other dispositions of its assets that, together with all other assets of GLGT previously leased, sold or disposed of (other than disposed of pursuant to this Section 7.3(c)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of GLGT, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the business of GLGT, and (v) as permitted pursuant to the GLGT Partnership Agreement as in effect on the Closing Date. (d) The Borrower will notshall not engage in any business activity except (i) the direct or indirect ownership of Capital Stock of TC PipeLines ILP, TC GL ILP and Tuscarora ILP, (ii) the ownership or operation of energy infrastructure assets and/or (iii) such activities as may be incidental or related thereto. Neither TC PipeLines ILP, TC GL ILP, nor Tuscarora ILP shall, and will the Borrower shall not permit any Subsidiary of its Subsidiaries to, engage to any material extent engage, directly or indirectly, in any line of business material activity not related to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies ownership or computer industries and businesses reasonably related theretooperation of energy infrastructure assets.

Fundamental Changes. (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, consummate a Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or their consolidated assets (including all or substantially all of the stock of any of Equity Interests in the Subsidiaries Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default following events shall have occurred and be continuing, permitted without the consent of the Lenders: (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity (or, if the Borrower is not the survivor, the survivor is organized in the United States and the Required Lenders have consented to such transaction), (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not may liquidate or dissolve, consummate a Material Subsidiary may Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, consummate a Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger, Division or disposition is in the best interests of the Borrower, is not materially disadvantageous to the Lenders, and does not result in a Default or an Event of Default hereunder, (v) the Borrower or any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge in connection with or into any Material Subsidiary in a transaction in which the surviving entity disposition of assets that is a Material Subsidiary permitted by this Agreement, and (vvi) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution changes its form of organization to a limited liability company, the Borrower may consummate a Division as the Dividing Person if the successor is organized in the best interests United States and the Required Lenders have consented to such transaction; and provided further that only the approval of the Borrower and is not materially disadvantageous to Required Lenders, without the Lenders and payment of any distribution or other transfer of assets in connection with such liquidation or dissolution is made to fees by the Borrower or another Subsidiary in Borrower, shall be required for an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedApproved M&A Transaction. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries Effective Date and businesses reasonably related or incidental thereto.

Fundamental Changes. (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, or all or substantially all of the stock of any of the Subsidiaries 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 shall have occurred and be continuing, continuing (ia) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (iib) any Person Person, including any Affiliate, may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iiic) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (d) any Subsidiary and may liquidate or dissolve or the Borrower or any Material Subsidiary may sell, transfer, lease or otherwise dispose of its the assets to the Borrower or any other Material Subsidiary, (iv) stock of any Subsidiary may merge with or into any Material Subsidiary if, in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if each case, the Borrower determines in good faith that such liquidation liquidation, dissolution, sale, transfer, lease or dissolution other disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution Lenders, (e) the Borrower may sell the assets or other transfer the stock of Foundation Health, a Florida Health Plan, Inc., (f) the Borrower may sell, transfer, contribute or otherwise dispose of all or substantially all the assets of or all or substantially all the stock of a Subsidiary in connection with such liquidation or dissolution is an investment made pursuant to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage clause (o) of the Subsidiary being dissolved or liquidated. definition of "Permitted Investments" and Section 6.08 and (bg) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the information technologies assets of a Subsidiary, or computer industries and businesses reasonably related theretoall or substantially all the stock of a Subsidiary; provided that the aggregate amount of all dispositions pursuant to this clause (g) shall not exceed five percent (5%) of Consolidated Assets (determined as of the fiscal quarter of the Borrower ending immediately prior to the date of the initial disposition pursuant to this clause (g)).

Fundamental Changes. (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 any substantial part of its assets, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Subsidiary may merge into or consolidate with any other Person and any other Person may merge into or consolidate with the Borrower or any Subsidiary if such merger or consolidation is consummated as part of a Permitted Acquisition, (ii) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (iiiii) any Person Subsidiary may merge with or into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iiiiv) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders; provided that any distribution or other transfer of assets in connection with such liquidation or dissolution merger involving a Person that is made not a wholly owned Subsidiary immediately prior to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (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, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person other Person, including a Subsidiary, may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders Lenders, and (v) 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 is organized and validly existing under the laws of the United States or any distribution State thereof and by operation of law or otherwise assumes all obligations of the Borrower hereunder and such assumption is evidenced by an opinion of counsel to such other transfer of assets Person satisfactory in connection with such liquidation or dissolution is made form and substance to the Borrower or another Administrative Agent; provided that any such merger involving a Person that is not a wholly owned Subsidiary in an amount consistent with immediately prior to such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6.05. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, : (a) 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, the assets of the Borrower or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person may merge into the into, or consolidate with, Parent or Borrower in a transaction in which the Parent or Borrower is the surviving corporationentity, (ii) any Person not a Credit Party or a Property Subsidiary may merge with into, or into consolidate with, any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Credit Party or a Property Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Parent, Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Credit Party or a Property Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders, (v) any distribution Subsidiary which is a Credit Party or other transfer of assets in connection with such liquidation a Property Subsidiary may merge into (or dissolution is made to the consolidate with) or liquidate or dissolve into, Parent, Borrower or another any other Subsidiary in an amount consistent with which is a Credit Party or a Property Subsidiary, and (vi) any Subsidiary which is a Credit Party or a Property Subsidiary may sell, transfer, lease or otherwise dispose of its assets to Borrower or to any other Credit Party or a Property Subsidiary; provided that any such Person’s ownership percentage of the merger involving a Person that is not a wholly owned (directly or indirectly) Subsidiary being dissolved or liquidatedimmediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will notsell, transfer, lease or otherwise dispose of any of its assets to a Person other than pursuant to clause (a) above if (i) the Value of the assets disposed of in any twelve (12) month period exceeds twenty-five percent (25%) of the Value of the Borrower’s and will not permit its Subsidiaries’ Real Property other than Assets Under Development or undeveloped land, before giving effect to such dispositions, or (ii) the assets disposed of in any Subsidiary to, twelve (12) month period contributed or made up more than twenty-five percent (25%) of the Borrower’s Net Operating Income for such twelve (12) month period. (c) engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower ownership, development, operation and the Subsidiaries and businesses in the information technologies or computer industries management of collegiate housing communities and businesses reasonably related thereto, except as allowed by Section 6.04(e).

Fundamental Changes. (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, or all or substantially all of the stock Equity Interests of any of the its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingcontinuing (i) if the Borrower is involved in any such transaction, (ix) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, or (y) if the Borrower is not the surviving entity, (A) the Person formed by or surviving such transaction or the recipient of any such sale, transfer, lease or other disposition of assets, assumes all Obligations, (B) the Person formed by or surviving such transaction or the recipient of any such sale, transfer lease or other disposition, is organized under the laws of the United States or any state thereof, and (C) the Borrower has delivered to the Administrative Agent an officer's certificate and an opinion of counsel, each stating that such consolidation, merger, transfer, lease or other disposition complies with the provisions hereof. (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and such liquidation or dissolution is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedLenders. (b) The Borrower will not, and will not permit any Subsidiary of its Material Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower It will not, and will not permit any Subsidiary of its 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, or all or substantially all of the stock Equity Interests of any of the Subsidiaries 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 shall have occurred and be continuing, : (a) any Subsidiary (i) any Person may merge into with the Borrower in a transaction in which Company, provided that the Borrower is Company shall be the continuing or surviving corporationPerson, (ii) may merge with any Person Designated Borrower, provided that such Designated Borrower shall be the continuing or surviving Person, or (iii) that is not a Borrower may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any other Subsidiary that is not a Material Borrower; (b) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary and Subsidiary; provided that if the transferor in such a transaction is a Borrower, then the transferee must be a Borrower; (c) the Company may sell, transfer, lease or otherwise dispose of its assets, or any Material Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate net book value of all such assets sold, transferred, leased or otherwise disposed of by the Company and its Subsidiaries in all transactions occurring from and after the date of this Agreement shall not exceed an amount equal to twenty-five percent (25%) of Consolidated Total Tangible Assets, measured as the sum of the percentages for each such transaction, in each case based upon the Consolidated Total Tangible Assets as of the end of the most recently completed fiscal year prior to the Borrower applicable sale, transfer, lease or any other Material Subsidiary, disposition; and (ivd) any Subsidiary the Company may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is sell its supermetals business to Global Advanced Metals Pty. Ltd. as described in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such PersonCompany’s ownership percentage of the Subsidiary being dissolved or liquidatedreport on Form 8-K dated August 25, 2011. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any Subsidiary of its 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, or all or substantially all of the stock of any of the Subsidiaries 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 shall have occurred and be continuing, (i) any Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another a Wholly Owned Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge into or consolidate with another Person, or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve dissolve, if the Borrower Company determines in good faith that such merger, consolidation, liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and any distribution Lenders; provided that a Borrowing Subsidiary may not merge, consolidate, liquidate or other transfer of assets dissolve unless, in connection with such liquidation or dissolution is made addition to the foregoing conditions, the surviving entity, or the entity into which such Borrowing Subsidiary liquidates or dissolves, is or becomes a Borrower or another and assumes all the obligations of such Borrowing Subsidiary in an amount consistent with such Person’s ownership percentage of the hereunder and under its Borrowing Subsidiary being dissolved or liquidatedAgreement (if any). (b) The Borrower Company will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower Company and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date hereof and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Subsidiary todissolve, merge into or 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, or all or substantially all of the 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 so long as no Default shall have occurred and be continuingexists or would result therefrom, (i) any Person may merge into with or into, consolidate with or amalgamate with Healthpeak OP or the Borrower in a transaction in which Healthpeak OP or the Borrower is Borrower, as applicable, shall be the continuing or surviving corporationPerson, (ii) any Person (other than Healthpeak) may merge with or into into, consolidate with or amalgamate with any Subsidiary (other than Healthpeak OP or the Borrower) in a transaction in which the continuing or surviving entity is Person shall be a SubsidiarySubsidiary of Healthpeak OP, (iii) any Subsidiary that is not of Healthpeak OP (other than the Borrower) may merge with or into, consolidate with or amalgamate with any Person in order to consummate an Investment permitted by Section 8.2 or a Material Disposition permitted by Section 8.5; (iv) any Subsidiary of Healthpeak OP (other than the Borrower) may sellmerge into, transferHealthpeak, lease or otherwise dispose of its assets to Healthpeak OP, the Borrower or to another Subsidiary and any Material Subsidiary may sellParent, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary of Healthpeak OP; and (v) any Subsidiary that is not a Material Subsidiary of Healthpeak OP (other than the Borrower) may liquidate or dissolve if the Borrower Healthpeak OP determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Healthpeak OP and is not materially disadvantageous to the Lenders 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 Parent or Healthpeak OP and any distribution (y) the Parent may merge, consolidate or other 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 assets transactions is in the best interests of the Group and is not materially disadvantageous to the Lenders, (b) in connection with such liquidation transaction, the successor or dissolution is made to transferee entity expressly assumes all obligations of the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of and/or the Subsidiary being dissolved or liquidated. (b) The Borrower will notParent, as applicable, under this Agreement and the other Credit Documents, and will not permit any Subsidiary to, engage to any material extent in any line of business material to (c) the Borrower and Credit Parties provide such customary “know your customer” documentation as the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses Lenders may reasonably related theretorequire for such transfer.

Fundamental Changes. (a) 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, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) the Borrower may consolidate with any Person in a transaction in which Persons who were shareholders of the Borrower immediately prior to such transaction hold, immediately after giving effect to such 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 (and such resulting Person has assumed all obligations of the Borrower hereunder by operation of law), (iii) any Person may merge with or into any Significant Subsidiary in a transaction in which the surviving entity is a Significant Subsidiary, (iiiiv) any Subsidiary that is not a Material Significant Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Significant Subsidiary and any Material (including to a Subsidiary may sell, transfer, lease or otherwise dispose that becomes a Significant Subsidiary as a result of its assets to the Borrower or any other Material Subsidiary, (ivsuch disposition) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Significant Subsidiary may liquidate or dissolve dissolve, or the Borrower or any Significant Subsidiary may discontinue any line of business, if the Borrower determines in good faith that such liquidation liquidation, dissolution or dissolution discontinuation is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedLenders. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower It will not, and will not permit any Subsidiary of its 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, or all or substantially all of the stock Equity Interests of any of the Subsidiaries 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 shall have occurred and be continuing, : (a) any Subsidiary (i) any Person may merge into with the Borrower in a transaction in which Company, provided that the Borrower is Company shall be the continuing or surviving corporationPerson, (ii) may merge with any Person Designated Borrower, provided that such Designated Borrower shall be the continuing or surviving Person, or (iii) that is not a Borrower may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any other Subsidiary that is not a Material Borrower; (b) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary and Subsidiary; provided that if the transferor in such a transaction is a Borrower, then the transferee must be a Borrower; and (c) the Company may sell, transfer, lease or otherwise dispose of its assets, or any Material Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate net book value of all such assets sold, transferred, leased or otherwise disposed of by the Company and its Subsidiaries in all transactions occurring from and after the date of this Agreement shall not exceed an amount equal to twenty-five percent (25%) of Consolidated Total Tangible Assets, measured as the sum of the percentages for each such transaction, in each case based upon the Consolidated Total Tangible Assets as of the end of the most recently completed fiscal year prior to the Borrower or any other Material Subsidiaryapplicable sale, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution transfer, lease or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidateddisposition. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (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, or all or substantially all of the 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 shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation. (b) The Borrower shall not (i) permit any Significant Subsidiary to merge or consolidate with, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person (or enter into any agreement to do any of the foregoing), except that (x) any Significant Subsidiary may merge into or transfer assets to the Borrower or to another Subsidiary Borrower; and (xx) any Material Significant Subsidiary may sell, transfer, lease merge into or otherwise consolidate with or transfer assets to any other Subsidiary of the Borrower; or (ii) sell or dispose of its assets any equity or voting interest in any Significant Subsidiary, except that Borrower shall be permitted to sell or dispose of such equity or voting interest as long as the purchaser or transferee is an entity in which Borrower owns an equity interest; provided, however, that the transactions prohibited in clauses (i) and (ii) above shall be permitted as long as (x) the proceeds thereof are received entirely in cash by the Borrower or any other Material a Significant Subsidiary, (iv) any Subsidiary as the case may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary be, and (vxx) unless waived by all the Lenders, upon completion of any Subsidiary such transaction, the Borrower prepays Loans in an amount that is not a Material Subsidiary may liquidate or dissolve if less than the Borrower determines amount determined in good faith that such liquidation or dissolution is accordance with the next sentence. The amount by which Loans shall be prepaid pursuant to the preceding sentence shall be not less than (z) the amount of the cash proceeds received in the best interests transaction less the expenses of, and any income and other taxes estimated to be due as a result of, the transaction, times (zz) a fraction whose numerator is the total amount of the Borrower outstanding Loans prior to such reduction and whose denominator is not materially disadvantageous the sum of such total outstanding Loans and the total amount of the available commitments and the aggregate principal amount of the loans outstanding immediately prior to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to transaction, under the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower $200,000,000 Credit Agreement and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto$275,000,000 Credit Agreement.

Fundamental Changes. (a) The Borrower Parent and the Company will not, and will not permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate 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 the Subsidiaries 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 shall have occurred and be continuing, (i) any Person may merge into the Borrower Parent or the Company in a transaction in which the Borrower Parent or the Company, as the case may be, is the surviving corporation, (ii) any Person may merge into or amalgamate with or into any Subsidiary Borrower in a transaction in which the surviving entity is the applicable Borrower and any other Subsidiary may merge into any other Subsidiary provided that if any such Subsidiary is a SubsidiaryGuarantor hereunder, the surviving Subsidiary shall continue to be a Guarantor to the extent such prior Subsidiary was a Guarantor of the Obligations hereunder, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Parent, the Company or another Credit Party (subject to another Subsidiary and Section 7.04), (iv) the Parent or any Material Subsidiary of its Subsidiaries may sell, transfer, lease or otherwise dispose of its assets to any Person other than the Borrower Parent or a Subsidiary Guarantor provided that the aggregate amount of all asset sales (excluding any transactions permitted pursuant to Section 7.01(d), sales of inventory in the ordinary course of business and dispositions of obsolete equipment and other Material Subsidiary, assets in the ordinary course of business) made pursuant to this clause (iv) in any Subsidiary may merge with or into any Material Subsidiary in a transaction in which fiscal year of the surviving entity is a Material Subsidiary and Company shall not exceed $100,000,000, (v) any Subsidiary that is not (other than a Material Subsidiary Borrower) may liquidate or dissolve if the Borrower Company or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company or the Parent (as the case may be) and is not materially disadvantageous to the Lenders and (vi) any distribution restructuring, regardless of whether accomplished by liquidation, contribution, distribution, merger or any other transfer technique, whereby the ownership of assets Foreign Subsidiaries is changed, so long as each such Foreign Subsidiary that is a Subsidiary of Abercrombie & Fitch International, Inc. prior to such restructuring remains, directly or indirectly, a Subsidiary of Abercrombie & Fitch International, Inc. after such restructuring; provided that any such merger or amalgamation described in connection with clause (ii) above involving a Person that is not a wholly owned Subsidiary immediately prior to such liquidation merger or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedamalgamation shall not be permitted unless also permitted by Section 7.04. (b) The Borrower Parent and the Company will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower Parent, the Company and the Subsidiaries and businesses in on the information technologies or computer industries date of execution of this Agreement and businesses reasonably related or incidental thereto.

Fundamental Changes. (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, consummate a Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or their consolidated assets (including all or substantially all of the stock of any of Equity Interests in the Subsidiaries Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default following events shall have occurred and be continuing, permitted without the consent of the Lenders: (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationcorporation (or, if the Borrower is not the survivor, the survivor is organized in the United States and the Required Lenders have consented to such transaction), (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not may liquidate or dissolve, consummate a Material Subsidiary may Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, consummate a Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger, Division or disposition is in the best interests of the Borrower, is not materially disadvantageous to the Lenders, and does not result in a Default or an Event of Default hereunder, (v) the Borrower or any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge in connection with or into any Material Subsidiary in a transaction in which the surviving entity disposition of assets that is a Material Subsidiary permitted by this Agreement, and (vvi) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution changes its form of organization to a limited liability company, the Borrower may consummate a Division as the Dividing Person if the successor is organized in the best interests United States and the Required Lenders have consented to such transaction; and provided further that only the approval of the Borrower and is not materially disadvantageous to Required Lenders, without the Lenders and payment of any distribution or other transfer of assets in connection with such liquidation or dissolution is made to fees by the Borrower or another Subsidiary in Borrower, shall be required for an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedApproved M&A Transaction. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries Effective Date and businesses reasonably related or incidental thereto.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary 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, or all any of its Borrowing Base Properties or substantially all of the stock of any of the Subsidiaries 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 shall have occurred and be continuing, (i) any Person Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Person Restricted Subsidiary may merge with or into any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary, (iii) any Subsidiary that is not a Material Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Restricted Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to Lenders, (v) the Borrower or another 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) the Borrower or any Restricted Subsidiary may sell, transfer or otherwise dispose of the Excluded Properties; (vii) the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties with a 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 (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 subject to the sale or other disposition (as reasonably determined by, in the case of any sale 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 consistent with such Person’s ownership percentage equal to 100% of the Subsidiary being dissolved Net Cash Proceeds received from such sale or liquidatedother 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 corresponding permanent reduction of the commitments thereunder) or (3) to prepay the Loans. For purposes of the foregoing clause (vi), 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 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). (b) The Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Restricted Subsidiaries on the Subsidiaries date of execution of this Agreement and businesses in after giving effect to the information technologies or computer industries Transactions and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary 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) all its assets as an entirety or substantially all of its assetsas an entirety, or all or substantially all of the stock Capital Stock of any of the its 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 shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person Consolidated Subsidiary may merge with any other Consolidated Subsidiary, and (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 Subsidiary in a transaction in Person, so long as (A) immediately prior to and immediately after giving effect to such merger, consolidation or transfer, the Person with or into which the surviving entity Borrower shall ultimately merge or consolidate or to whom the Borrower shall ultimately transfer its assets as an entirety or substantially as an entirety is in the Utility Business; (B) the Required Lenders shall have determined (so long as such determination is exercised in good faith and after consultation with the Borrower) that the rating of the first mortgage bonds (or bonds otherwise denominated that benefit from a Subsidiaryfirst Lien on such Person’s utility assets, (iii) any Subsidiary or, if such Person has no first mortgage bonds, the rating of the senior unsecured long-term Indebtedness of such Person that is not a Material Subsidiary may sellguaranteed and does not benefit from any other credit enhancement) of the surviving Person of any such merger, consolidation, acquisition or transfer of assets shall be at least BBB- or higher by S&P and Baa3 or higher by Xxxxx’x (unless the 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 have been satisfied if, prior to the consummation of any such merger, consolidation or transfer, lease or otherwise dispose of its assets the Borrower shall have delivered written evidence from each such Rating Agency to the Borrower effect that, upon such merger, consolidation or to another Subsidiary and any Material Subsidiary may sell, transfer, lease the applicable rating of such surviving Person would be equal to or otherwise dispose of its assets to higher than the Borrower or any other Material Subsidiary, ratings specified in this clause (ivB); (C) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests case of the Borrower and is not materially disadvantageous to the Lenders and any distribution merger or other consolidation or transfer of assets in connection with which the Borrower is not the surviving corporation, the Person formed by any such liquidation consolidation or dissolution is made transfer of assets or into which the Borrower shall be merged or consolidated or to which such assets are transferred shall have executed an agreement in form reasonably satisfactory to the Borrower or another Subsidiary in Administrative Agent containing an amount consistent with such Person’s ownership percentage assumption by the surviving Person of the Subsidiary being dissolved due and punctual performance of each obligation, agreement, covenant and condition of each of the Loan Documents and the Mortgage Indenture to be performed or liquidatedcomplied with by the Borrower; and (D) the Administrative Agent shall have received an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the due authorization, execution, delivery, validity and enforceability of the assumption agreement referred to in clause (C) of this Section 6.03, of the enforceability and continuation of the Liens created pursuant to the Security Documents and such other matters as the Required Lenders may reasonably require. (b) The Borrower will not, and will not permit any Subsidiary of its Consolidated Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related theretoUtility Business.

Fundamental Changes. (a) The Borrower will not, and nor will not permit any Subsidiary to, merge into or consolidate with any other Person, or it permit any other Person to merge Obligor to, enter into any transaction of merger or consolidate with itconsolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not, nor will it permit any other Obligor to, acquire any business or property from, or Equity Interests 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 Loan Document. The Borrower will not, nor will it permit any other Obligor to, 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, or all or substantially all of the stock of any of the Subsidiaries (in each case, whether now owned or hereafter acquired, but excluding (x) assets sold or disposed 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 extent applicable, to the provisions of clause (d) below, Portfolio Investments (to the extent not otherwise included in clause (x) of this Section). Notwithstanding the foregoing provisions of this Section: (a) any Subsidiary Guarantor of the Borrower may be merged or consolidated with or into the Borrower or any other Subsidiary Guarantor; provided that if any such transaction shall be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary Guarantor shall be the continuing or liquidate surviving corporation; (b) any Subsidiary Guarantor may sell, lease, transfer or dissolveotherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower and may dissolve itself so long as it does not hold any assets; (c) the Equity Interests of any Subsidiary of the Borrower may be sold, except thattransferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower; (d) the Obligors may sell, if transfer or otherwise dispose of Portfolio Investments to a Designated Subsidiary under clause (a) of the definition thereof so long as (i) after giving effect to such sale, transfer or disposition (and any concurrent acquisitions of Portfolio Investments or payment of outstanding Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent and (ii) either (x) the amount of any excess availability under the Borrowing Base immediately prior to such sale, transfer or disposition is not diminished as a result of such release or (y) the Borrowing Base immediately after giving effect to such sale, transfer or disposition is at least 110% of the Covered Debt Amount; (e) the Borrower may merge or consolidate with any other Person so long as (i) the Borrower is the continuing or surviving entity in such transaction and (ii) at the time thereof and immediately after giving effect thereto thereto, no Default shall have occurred and or be continuing, ; and (if) any Person may merge into the Borrower in a transaction in which and the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary other Obligors may sell, transferlease, lease transfer or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution 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 of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will dispositions does not permit any Subsidiary to, engage to any material extent exceed $3,000,000 in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related theretofiscal year.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge 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, or all or substantially all of the stock of any of the Subsidiaries 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 Person Subsidiary of any Borrower may merge into the such Borrower in a transaction in which the such Borrower is the surviving corporationentity, (ii) any Person 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 into a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, and (B) if any Subsidiary in Guarantor is a transaction in which 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 Subsidiaryparty to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary that is not a Material 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 to another Holdings, the transferee shall be a Subsidiary and Guarantor), (iv) any Material Subsidiary of Holdings other than the Borrowers or Sears may sell, transfer, lease or otherwise dispose of its assets to the Borrower a Person that is not a Subsidiary or any other Material merge with a Person that is not a Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in each case, pursuant to a transaction in which the surviving entity is a Material Subsidiary and Permitted Disposition, (v) any Subsidiary that is not a of Holdings other than the 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 Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrower Borrowers, Sears, the other Material Subsidiary Guarantors and their Subsidiaries and is not materially disadvantageous in any material respect to Holdings, the Lenders and any distribution Borrowers, Sears, the other Material Subsidiary Guarantors or other transfer the Lenders; provided, that a Material Subsidiary Guarantor may liquidate or dissolve into a Person that is a Subsidiary of assets in connection with Holdings immediately prior to such liquidation or dissolution dissolution, if the continuing or surviving entity is made 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 Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedCredit Card Royalty Securitization. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. 6.10.1 The Borrower will not, and will not permit any of its Material Subsidiaries to, (a) enter into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, that as long as no Default or Unmatured Default exists and is continuing or would be caused thereby: (i) a Person (including a Subsidiary of the Borrower) may be merged or consolidated with or into the Borrower so long as (A) the Borrower shall be the continuing or surviving entity and (B) the Borrower remains liable for its obligations under this Agreement and all the rights and remedies hereunder remain in full force and effect, (ii) a Material Subsidiary may (A) merge or consolidate with or into another Subsidiary of the Borrower or (B) merge or consolidate with or into any other Person so long as either (x) such Material Subsidiary shall be the surviving entity of such merger or consolidation or (y) upon such merger or consolidation, such other Person would become a Material Subsidiary of the Borrower and (iii) the Borrower or any Subsidiary may otherwise take such action to the extent permitted by Section 6.10.2. (a) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, merge into directly or consolidate with any other Personindirectly, or permit any other Person to merge into or consolidate with itconvey, or sell, lease, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the 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 shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedits Subsidiaries on a consolidated basis. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent directly or indirectly, convey, sell, lease, transfer, or otherwise dispose of assets (including interests in any line Person), businesses or operations of business material any Person; provided, that, subject to clause (a) above, (i) the Borrower and its Subsidiaries may enter into sales and leases of inventory in the Subsidiariesordinary course of business, taken as a whole, other than businesses currently conducted by (ii) the Borrower and the its Subsidiaries and businesses may enter into leases of transportation capacity, storage capacity, and/or processing capacity in the information technologies ordinary course of business, (iii) the Borrower and its Subsidiaries may enter into conveyances, sales, leases, transfers, or computer industries other disposition of obsolete or unusable equipment in the ordinary course of its business and businesses reasonably related thereto(iv) if no Default or Unmatured Default exists and is continuing or would be caused thereby, the Borrower and its Subsidiaries may convey sale, lease, transfer or dispose of other assets. (c) Notwithstanding the foregoing clauses (a) and (b), nothing herein shall be deemed to prohibit (i) the IPO Transactions or (ii) any Subsidiary from conveying, selling, leasing, transferring, or otherwise disposing of any assets to any other Subsidiary or to the Borrower.

Fundamental Changes. (a) The Borrower Company will not, and nor will not the Company permit any Subsidiary of its Subsidiaries (other than an Immaterial Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itthe Company or its Subsidiaries, or sell, transfer, lease (other than leases and charters in the ordinary course of business) or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assetsthe assets of the Company, or all or substantially all any substantial part of the stock of any of the 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 shall have occurred and be continuing, : (i1) any Person Subsidiary may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, ; (ii2) any Person Subsidiary may merge with or into any other Subsidiary in a transaction in which the consolidated ownership interest percentage in the surviving entity Subsidiary is a Subsidiary, no less than the consolidated ownership interest percentage in either predecessor entity; (iii3) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, ; (iv4) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Board of Directors determines in good faith that such liquidation or dissolution is in the Company’s best interests of the Borrower and is not materially disadvantageous to the Lenders Holders; (5) the Company and any distribution Subsidiary may sell, transfer or otherwise dispose of any of the Company or its Subsidiaries’ assets (in the ordinary course of business or otherwise) in any transaction or series of transactions so long as (A) the aggregate market value of all assets so sold, transferred, leased or otherwise disposed of under this clause (5) during any fiscal year does not exceed 25% of the aggregate market value of all of the Company and its Subsidiaries’ assets, on a consolidated basis (excluding intercompany transactions), on the last day of the immediately preceding fiscal year and (B) the Company receives, or the relevant Subsidiary receives, consideration at the time of such sale, transfer, lease or other transfer of assets in connection with such liquidation or dissolution is made disposition at least equal to the Borrower or another Subsidiary fair market value (including as to the value of all non-cash consideration), as determined in an amount consistent with such Person’s ownership percentage good faith by the Board of Directors, of the Subsidiary being dissolved assets subject to such sale, transfer, lease or liquidated.other disposition; (b6) The Borrower will notthe Company and any of its Subsidiaries may enter into any sale, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted transfer or disposition that is followed by the Borrower leasing back of the asset sold, transferred or disposed of; and (7) so long as no Change of Control would result therefrom, the Company and any of its Subsidiaries may acquire the Subsidiaries and businesses in the information technologies assets or computer industries and businesses reasonably related theretointerests of any Person, by way of merger or consolidation.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, (i) merge into or consolidate with any other Person, or (ii) permit any other Person to merge into or consolidate with it, (iii) liquidate or dissolve, or (iv) sell, transfer, lease or otherwise dispose of (of, directly or through any merger or consolidation and whether in one transaction or in a series of transactions, assets (including Equity Interests in Subsidiaries) all or substantially all of its assets, or representing all or substantially all of the stock assets of any of the Borrower and the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvetaken as a whole, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (iA) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationPerson, (iiB) any Person Subsidiary may merge with or consolidate into any Subsidiary Person (or permit any other Person to merge with or consolidate into it) in a transaction in which the surviving entity is a Subsidiary, (iiiC) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (ivD) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer Lenders. Notwithstanding the foregoing of assets in connection with such liquidation or dissolution is made this paragraph (a), to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage extent that more than 25% of the Subsidiary value of the assets of the Borrower, or of the Borrower and the Subsidiaries taken as a whole, that are subject to the restrictions of this paragraph is at any time represented by Margin Stock (within the meaning of Regulation U), the Borrower shall be free to sell, transfer, lease or otherwise dispose of such excess Margin Stock (it being dissolved or liquidatedunderstood that Margin Stock not in excess of 25% of the value of such assets will be subject to the restrictions of this paragraph). (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and the Subsidiaries and businesses in on the information technologies or computer industries date of execution of this Agreement and businesses reasonably related or ancillary thereto.

Fundamental Changes. (a) The Borrower 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 of its assets, or all or substantially all the assets of the stock of any of 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 shall have occurred and be continuing, continuing (i) the Company or any Subsidiary may merge with or consolidate into any Person (other than any Subsidiary), provided that the Company or such Subsidiary, as the case may merge into be, shall be the Borrower in a transaction in which the Borrower is the continuing or surviving corporation, (ii) any Person Subsidiary may merge with or into the Company in a transaction in which the Company is the surviving corporation, (iii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iiiiv) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and any distribution (vi) the Company may dispose of one or other transfer of more Subsidiaries not constituting all or substantially all the assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Company and the Subsidiaries on a consolidated basis by causing such Subsidiary being dissolved or liquidatedSubsidiaries to be merged with or into any other Person. (b) The Borrower Company will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type, or involving similar themes, content and customer orientation as the business, conducted by the Borrower Company and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date hereof and businesses reasonably related thereto.

Fundamental Changes. (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, or all or substantially all the assets of the stock of any of the Borrower and its 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 shall have occurred and be continuing, continuing (i) the Borrower may merge into 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 the Borrower is the surviving corporation, (iiiii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iiiiv) any Subsidiary that may merge into any other Person in a transaction in which the surviving entity is a Subsidiary or in a transaction permitted by Section 6.8 and in which the surviving Person is not a Material Subsidiary, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in not constituting all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole and which the surviving entity is a Material Subsidiary permitted by Section 6.8 and (vvi) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders; provided that any distribution or other transfer of assets in connection with such liquidation or dissolution merger involving a Person that is made not a wholly owned Subsidiary immediately prior to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6. (ba) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in date of execution of this Agreement (but giving effect to the information technologies or computer industries Acquisition) and businesses reasonably related or incidental thereto.

Fundamental Changes. (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 substantially all any substantial part of its assets, or all or substantially all of the stock of any of the its 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 shall have occurred and be continuing, continuing (i) any Person Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary 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, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material so long as, in the event that the Subsidiary may sellselling, transfertransferring, lease leasing or otherwise dispose disposing such assets is a Guarantor, the entity to which it sells, transfers, leases or otherwise disposes of its assets to is the Borrower or any other Material Subsidiarya Guarantor or becomes a Guarantor concurrently with such asset sale, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (v) any distribution Subsidiary may merge into or other transfer of assets consolidate with any Person in connection with a Permitted Acquisition so long as, in the event that such liquidation Subsidiary is a Guarantor, the surviving entity is a Guarantor or dissolution is made to the Borrower or another Subsidiary in an amount consistent becomes a Guarantor concurrently with such Person’s ownership percentage of the merger or consolidation; provided that any such merger involving a Person that is not a wholly owned Subsidiary being dissolved or liquidatedimmediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (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 assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest in any of the 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, then (i) the Borrower or any Person Subsidiary may merge into with a Person if the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a another Subsidiary, ; (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower all or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose substantially all of its assets to the Borrower or any other Material Subsidiary, and (iv) any Subsidiary may merge with sell, lease, transfer or into any Material Subsidiary otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in which each case, whether now owned or hereafter acquired) or all or substantially all of the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary stock of or other equity interest or may liquidate or dissolve if no Default or Event of Default has occurred and is continuing or would result therefrom, and the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders; provided, however, that (x) in no event shall any distribution such merger, consolidation, sale, transfer, lease or other transfer disposition whether or not otherwise permitted by this Section 7.3 have the effect of releasing the Borrower from any of its obligations and liabilities under this Agreement or the other Loan Documents and (y) in no event shall the Borrower merge or consolidate with or into any other Person, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business and assets in connection with such liquidation (whether now owned or dissolution is made hereafter acquired) to, any Person, except pursuant to Section 14 or Section 15 (to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage extent it applies to a merger pursuant to Section 14) of the Subsidiary being dissolved or liquidatedBorrower Partnership Agreement. (b) The Borrower will notshall not lease, sell or otherwise dispose of its assets to any other Person except: (i) sales of inventory and other assets in the ordinary course of business, (ii) leases, sales or other dispositions of its assets that, together with all other assets of Borrower previously leased, sold or disposed of (other than disposed of pursuant to this Section 7.3(b)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of Borrower, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the business of Borrower, and will not permit any Subsidiary to, engage (v) as permitted pursuant to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.Section 14 or

Fundamental Changes. (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, or all or substantially all any of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, and (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of all its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease subsequently liquidate or otherwise dispose of its assets dissolve; provided that prior to the effectiveness of any of those transactions described in (a) (i) (ii) and (iii), Borrower or any other Material Subsidiaryshall provide to the Administrative Agent all documents, (iv) agreements and instruments that Administrative Agent shall request relating to the Liens against property of any Subsidiary may merge with or into any Material Subsidiary in a transaction in which and the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedperfection thereof. (b) The Borrower will not, and will not permit any Subsidiary to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets except (i) sales of inventory and obsolete or unneeded equipment in the ordinary course of business and (ii) sales, transfers, leases or other dispositions of assets that, together with all other assets of the Borrower and its Subsidiaries previously leased, sold or disposed of (other than inventory and obsolete or unneeded equipment in the ordinary course of business) as permitted by this Section 6.03(b) during the twelve-month period ending with the month in which any such transfer, lease, sale or other disposition occurs, do not have a fair market value, as reasonably determined by the Board of Directors of the Borrower, in excess of $7,500,000.00. (c) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto. (d) The Borrower will not change its fiscal year other than a change, implemented after February 28, 2007, to a fiscal year with a fiscal year end of June 30.

Fundamental Changes. (a) The Borrower will not, and nor will not the Borrower permit any Subsidiary or the Parent to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itit which would result in a Change of Control, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or their consolidated assets (including all or substantially all of the stock of any of Equity Interests in the Subsidiaries Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default following events shall have occurred and be continuing, permitted without the consent of the Lenders: (i) any Person may merge into the Borrower or the Parent in a transaction in which the Borrower or the Parent is the surviving corporationcorporation (or, if the Borrower or the Parent is not the survivor, the Required Lenders have consented to such transaction), (ii) any Person (other than the Borrower or the Parent) may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and Subsidiary, (iv) any Material Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiaryto, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve another Person on an arm’s-length basis if the Borrower determines in good faith that such liquidation or dissolution dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (v) the Borrower or any distribution Subsidiary may sell, transfer, lease or other transfer otherwise dispose of assets any Subsidiary in connection with such liquidation any disposition of assets that is not prohibited by this Agreement. The Borrower will not, and will not permit the Parent or dissolution is made any Guarantor to reorganize under the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage laws of a jurisdiction other than any state of the Subsidiary being dissolved United States or liquidatedthe District of Columbia. (b) The Borrower will not, and nor will not the Borrower permit any Subsidiary to, engage engage, to any material extent extent, in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries Effective Date and businesses reasonably related theretorelated, complementary, synergistic, ancillary or incidental thereto or reasonable extensions thereof.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary 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, or all any of its Borrowing Base Properties or substantially all of the stock of any of the Subsidiaries 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 shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Person (other than the Borrower) may merge with or into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary, (iii) any Subsidiary that is not a Material Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Restricted Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to Lenders, (v) the Borrower or another any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in an amount consistent with such Person’s ownership percentage 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) subject to Section 2.10(b), the Borrower or any Restricted Subsidiary being dissolved may sell, transfer, lease, exchange, abandon or liquidatedotherwise dispose of Borrowing Base Properties with a 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, 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 Oil 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, assumptions and discount rates used to determine the Engineered Value of the Borrowing Base Properties as of the most recent Redetermination. In addition, for purposes of determining compliance with clause (vi) of this Section with respect to any exchange of Oil and Gas Interests, the value of such exchange shall be the net reduction, if any, in Engineered Value realized or resulting from such exchange. (b) The Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Restricted Subsidiaries on the Subsidiaries date of execution of this Agreement and businesses in after giving effect to the information technologies or computer industries Transactions and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Subsidiary toreorganize, merge into 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 transaction or in a series of transactions) sell all or substantially all of its assetsassets or business, or all or substantially all of the stock of any of the Subsidiaries (in each case, case whether now owned in a single transaction or hereafter acquired), or liquidate or dissolvea series of related transactions, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person Subsidiary of a Borrower may merge be merged or consolidated with or into such Borrower (provided that such Borrower shall be the continuing or surviving corporation and, after giving effect to any such merger or consolidation, such Borrower shall be in a transaction in compliance with all of the other terms of this Agreement) or into any one or more Wholly Owned Subsidiaries of such Borrower which are Guarantors (provided that the Borrower is Wholly Owned Subsidiary or Wholly Owned Subsidiaries shall be the continuing or surviving corporation), and Factors may be merged with and into Remington (provided that Remington shall be the surviving corporation, corporation and after giving effect to such merger Remington shall be in compliance with all of the other terms of this Agreement); (ii) any Person Subsidiary (other than Factors) may merge sell, lease, transfer or otherwise dispose of any or all of its assets or business (upon voluntary liquidation or otherwise) to a Borrower or any Wholly Owned Subsidiary of such Borrower that is a Guarantor, and Factors may sell, transfer or otherwise dispose of all of its assets and business to Remington (upon voluntary liquidation or otherwise); (iii) any Foreign Subsidiary of a Borrower may be merged or consolidated with or into any one or more Wholly Owned Foreign Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) of such Borrower and any Foreign Subsidiary that is not a Material Subsidiary of such Borrower may sell, transferlease, lease transfer or otherwise dispose of its assets to the Borrower any or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose all of its assets or business (upon voluntary liquidation or otherwise) to the Borrower or any other Material Wholly Owned Foreign Subsidiary, ; and (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests case of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedSubsidiary, as permitted by Section 10.2.9. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will shall not, and will not nor shall it permit any Subsidiary of its Subsidiaries to, merge enter into any transaction of merger or consolidate with any other Personconsolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). (b) The Borrower shall not, nor shall it permit any other Person to merge into of its Subsidiaries to, acquire any business or consolidate with itproperty from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Assumed Reinsurance in the ordinary course of business, Investments permitted under Section 6.04, and capital expenditures in the ordinary course of business. (c) The Borrower shall not, nor shall it permit any of its Subsidiaries to, convey, sell, transferlease, lease transfer or otherwise dispose of (of, in one transaction or in a series of transactions) , all or substantially all a substantial part of its assets, business or all or substantially all of the stock of any of the Subsidiaries (in each caseProperty, whether now owned or hereafter acquired. (d) Neither the Borrower nor any Subsidiary will engage in any business other than the providing of insurance (including insurance agency) and other financial services (including banking and investment advisory services) and businesses related or incidental thereto; provided, that at least one-half of the Borrower's Consolidated revenues, determined in accordance with GAAP, shall be derived from the providing of insurance (including insurance agency), or liquidate or dissolve, except that, if at . Notwithstanding the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, foregoing provisions of this Section 6.03: (i) any Person may merge into Subsidiary of the Borrower in a transaction in which may be merged or consolidated with or into: (A) the Borrower is if the Borrower shall be the continuing or surviving corporation or (B) any other Subsidiary; provided, that if any such transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation, ; (ii) any Person may merge with or into any Subsidiary in a transaction in which of the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary Borrower may sell, transferlease, lease transfer or otherwise dispose of any or all of its assets property (upon voluntary liquidation or otherwise) to the Borrower or to another a Wholly-Owned Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower; and (iii) the Borrower or any Subsidiary may merge, consolidate with or acquire any other Material Person so long as (A) the surviving corporation is the Borrower or such Subsidiary, (ivB) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution no Default is in existence or would occur after giving effect to such merger, consolidation or acquisition, (C) the best interests business activity engaged in by such other Person would be permitted under Section 6.03(d) hereof if such other Person were a Subsidiary of the Borrower prior to such merger, consolidation or acquisition, (D) after giving effect to such merger, consolidation or acquisition, the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Sections 6.11, 6.12, 6.13 and is not materially disadvantageous to 6.14 for the Lenders most recently ended Fiscal Quarter and any distribution or other transfer of assets (E) the aggregate consideration in connection with all such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmergers, consolidations and acquisitions during any calendar year shall not exceed $50,000,000. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will WGRAH shall not, and will not nor shall it permit any Subsidiary of its Subsidiaries to, directly or indirectly, consolidate or merge with or into another Person, or consolidate sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets (whether now owned or hereafter acquired) of WGRAH and its Subsidiaries taken as a whole, in one or more related transactions, to another Person except that: (i) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary of WGRAH may merge with or dissolve into (A) WGRAH, provided that WGRAH shall be the continuing or surviving Person or (B) any one or more other Wholly Owned Subsidiaries of WGRAH; and (ii) in connection with any Asset Sale permitted under Section 5.05, pursuant to which a Subsidiary of WGRAH shall cease to be a Subsidiary of WGRAH, such Subsidiary may dissolve, liquidate, consolidate or merge with or into any other Person, Person or permit any other Person to merge into or consolidate with it; provided that in each case, immediately after giving effect thereto, in the case of any such merger, consolidation or selldissolution to which WGRAH is a party, transferWGRAH is the surviving or continuing Person; and (b) WGRAH shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its properties or assets, in one or all more related transactions, to any other Person; provided that this Section 5.04 shall not apply to any sale, transfer, assignment, conveyance, lease or substantially other Disposition of properties or assets between or among WGRAH Loan Parties, so long as all of the stock of any of Collateral immediately prior to such sale, transfer, assignment, conveyance, lease or other Disposition continues to be pledged, transferred, and assigned to the Subsidiaries (WGRAH Collateral Agent under the WGRAH Security Documents, and such pledge, transfer, and assignment to the WGRAH Collateral Agent continues to be perfected in accordance with the terms thereof, in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately case after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sellto such sale, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sellassignment, transferconveyance, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiarylease, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedDisposition. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Subsidiary todissolve, merge into or 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, or all or substantially all of the 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 so long as no Default shall have occurred and be continuingexists or would result therefrom, (i) any Person may merge into with or into, consolidate with or amalgamate with Healthpeak OP or the Borrower in a transaction in which Healthpeak OP or the Borrower is Borrower, as applicable, shall be the continuing or surviving corporationPerson, (ii) any Person (other than Healthpeak) may merge with or into into, consolidate with or amalgamate with any Subsidiary (other than Healthpeak OP or the Borrower) in a transaction in which the continuing or surviving entity is Person shall be a SubsidiarySubsidiary of Healthpeak OP, (iii) any Subsidiary that is not of Healthpeak OP (other than the Borrower) may merge with or into, consolidate with or amalgamate with any Person in order to consummate an Investment permitted by Section 8.2 or a Material Disposition permitted by Section 8.5 or an Investment; (iv) any Subsidiary of Healthpeak OP (other than the Borrower) may sellmerge into, transferHealthpeak, lease or otherwise dispose of its assets to Healthpeak OP, the Borrower or to another Subsidiary and any Material Subsidiary may sellParent, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary of Healthpeak OP; and (v) any Subsidiary that is not a Material Subsidiary of Healthpeak OP (other than the Borrower) may liquidate or dissolve if the Borrower Healthpeak OP determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Healthpeak OP and is not materially disadvantageous to the Lenders 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 Parent or Healthpeak OP and any distribution (y) the Parent may merge, consolidate or other 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 assets transactions is in the best interests of the Group and is not materially disadvantageous to the Lenders, (b) in connection with such liquidation transaction, the successor or dissolution is made to transferee entity expressly assumes all obligations of the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of and/or the Subsidiary being dissolved or liquidated. (b) The Borrower will notParent, as applicable, under this Agreement and the other Credit Documents, and will not permit any Subsidiary to, engage to any material extent in any line of business material to (c) the Borrower and Credit Parties provide such customary “know your customer” documentation as the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses Lenders may reasonably related theretorequire for such transfer.

Fundamental Changes. (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 engage in a sale/leaseback transaction with respect to, any substantial part of its assets, any trade receivables (other than an assignment in connection with the collection thereof in the ordinary course of business), or all or substantially all of the stock of any of the 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/Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary/Person may merge with or into any a Material Domestic Subsidiary in a transaction in which the surviving entity is a Material Domestic Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Domestic Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and the assets of such Subsidiary are distributed to Borrower in liquidation or dissolution, (v) Borrower may sell its investment in Xxxxxx Zwiesel Glaswerke, AG for consideration (whether cash, property or other consideration) of not less than 7,500,000 DM, and (vi) Borrower and its Subsidiaries may sell, transfer, or otherwise dispose of (in one transaction or a series of transactions), or engage in a sale/leaseback transaction with respect to, assets if the consideration received is in cash or cash equivalents at least equal to the fair market value of such assets and the aggregate consideration received does not exceed $15,000,000 for all such sales, transfers, or dispositions; provided that any such merger permitted by clauses (i) or (ii) above involving a Person that is not materially disadvantageous a wholly owned Subsidiary immediately prior to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related theretoTableware Business.

Fundamental Changes. (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, or all or substantially all of the 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 shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will shall not, and will not nor shall it permit any Subsidiary of its Material Subsidiaries to, merge enter into any transaction of merger or consolidate with any other Personconsolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), unless it is a Permitted Acquisition. (b) The Borrower shall not, nor shall it permit any other Person to merge into of its Material Subsidiaries to, make any Acquisition or consolidate with itotherwise acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for (i) purchases of inventory and other property to be sold or used in the ordinary course of business, (ii) Assumed Reinsurance in the ordinary course of business, (iii) Investments permitted under Section 6.04, (iv) capital expenditures in the ordinary course of business, and (v) Permitted Acquisitions. (c) the Borrower shall not, nor shall it permit any of its Material Subsidiaries to, convey, sell, transferlease, lease transfer or otherwise dispose of (of, in one transaction or in a series of transactions) , all or substantially all a substantial part of its assets, business or all or substantially all of the stock of any of the Subsidiaries (in each caseProperty, whether now owned or hereafter acquired). (d) Neither the Borrower nor any Subsidiary will engage in any business if, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred to such business, less than one-half of the Borrower’s Consolidated revenues, determined in accordance with GAAP, would be derived from the providing of insurance (including insurance agency) and be continuing, other financial services. Notwithstanding the foregoing provisions of this Section 6.03: (i) any Person may merge into Subsidiary of the Borrower in a transaction in which may be merged or consolidated with or into: (A) the Borrower is if the Borrower shall be the continuing or surviving corporation or (B) any other such Subsidiary; provided that if any such transaction shall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving corporation, ; (ii) any Person Material Subsidiary of the Borrower may merge with sell, lease, transfer or into otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to the Borrower or a Wholly Owned Subsidiary in a transaction in which of the surviving entity is a Subsidiary, Borrower; (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower may merge or to another Subsidiary and any Material Subsidiary may sell, transfer, lease consolidate with or otherwise dispose of its assets to the Borrower or acquire any other Material SubsidiaryPerson if, in the case of a merger or consolidation, the surviving corporation is a Wholly Owned Subsidiary of the Borrower; and (iv) any Subsidiary the Borrower may merge with or into any Material Subsidiary in a transaction in which another Person, but only so long (A) as the surviving entity corporation is the Borrower, (B) after giving effect thereto, no Default would exist hereunder, (C) the business activity engaged in by such other Person would be permitted under Section 6.03(d) hereof if such other Person were a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower prior to such merger or consolidation and is not materially disadvantageous to (D) the Lenders aggregate amount of, as applicable, net worth (in accordance with GAAP) and any distribution or other transfer of assets Statutory Surplus (in connection with such liquidation or dissolution is made to each case determined as at the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage date of the Subsidiary being dissolved relevant merger, consolidation or liquidated. acquisition) of all such other Persons that have been the subject of any merger, consolidation or acquisition pursuant to this clause (biv) The Borrower will not, and will not permit during any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, calendar year (other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies any such merger, consolidation or computer industries and businesses reasonably related theretoacquisition financed solely with Net Available Proceeds) shall be less than $500,000,000.

Fundamental Changes. (a) The Borrower Parent 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, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person (other than the Parent or the Borrower) may merge into the Parent or the Borrower in a transaction in which the Borrower Parent or the Borrower, as the case may be, is the surviving corporation, (ii) any Person (other than the Parent or the Borrower) may merge with or into any Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary (or, if such Person is a Designated Borrower if such surviving entity is a Designated Borrower), (iii) any Subsidiary that is not a Material Subsidiary (other than the Borrower) may sell, transfer, lease or otherwise dispose of its assets to the Parent or the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which (other than the surviving entity is a Material Subsidiary and (vBorrower) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and is not materially disadvantageous to the Lenders Lenders, (v) any Subsidiary which is not a Significant Subsidiary may sell, or otherwise dispose of, all or substantially all of its assets, and any distribution or other transfer of assets (vi) the Parent may consummate the Domestication, provided that in connection with such liquidation or dissolution is made the Domestication the Parent furnishes to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage Administrative Agent copies of the Subsidiary being dissolved organization documents of the Parent as in effect after giving effect to the Domestication, and an opinion or liquidatedopinions of counsel with respect thereto and to the valid, binding and enforceable nature of the obligations of the Parent hereunder and under the Guaranty and each of the Loan Documents after giving effect to the Domestication and to the effect that the liabilities of the Parent remain attached to, and the property of the Parent remains vested in, the Parent after giving effect to the Domestication, as applicable, under the laws of the State of Delaware and Bermuda, as applicable. For the avoidance of doubt, the Parent may be designated as a Designated Borrower pursuant to the terms of this Agreement. (b) The Borrower Parent will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower Parent and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (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 sellliquidate or dissolve, transfer, lease or otherwise dispose sell all or substantially all of its assets (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the 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 shall have occurred and be continuing, continuing (i) any Person Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person Subsidiary (other than the Company) may merge with or into any other Subsidiary (other than the Company) in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary (other than the Company) may sell, transfer, lease sell all or otherwise dispose substantially all of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which (other than the surviving entity is a Material Subsidiary and (vCompany) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders Lenders, (viv ) any Subsidiary may merge with another entity to implement an acquisition and (viv) any distribution Subsidiary may merge with another entity to implement a sale or other transfer disposition of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with otherwise permitted by this Agreement, provided that, after giving effect thereto, such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedshall no longer be a Subsidiary. (b) The Borrower will not, and will not permit any Subsidiary of the Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and the Subsidiaries and businesses in on the information technologies or computer industries Closing Date and businesses reasonably related or complementary thereto; provided that the Borrower, directly or indirectly through a SPE Subsidiary, may engage in Securitization Transactions permitted by clause (i) of Section 6.01. (c) The Borrower will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Company and the Insurance Subsidiaries and activities incidental thereto, including the conduct of stock repurchase programs, administering payrolls for executive officers and other activities incidental to its existence as a publicly-owned holding company. The Borrower will not own or acquire any assets (other than (i) shares of capital stock of the Company and any Insurance Subsidiary, (ii) investments in the Company or any Insurance Subsidiary in the form of intercompany loans and promissory notes evidencing such loans, provided that any such loans in an amount in excess of $5,000,000 shall be unsecured and subordinated to the Obligations on terms and conditions customary for the subordination of intercompany Indebtedness and reasonably satisfactory to the Administrative Agent, (iii) cash, (iv) promissory notes received from employees of the Borrower and the Subsidiaries evidencing loans made for the purpose of permitting such employees to purchase capital stock of the Borrower in an aggregate principal amount not exceeding $5,000,000 at any time outstanding, and (v) and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities in respect of Borrower Debt Securities, liabilities imposed by law, including tax liabilities, a guarantee in respect of (i) that certain Amended and Restated Lease Agreement dated December 28, 2012 (as amended) between CQ Landlord (Multi) LLC, as the landlord, and General Parts Inc., Golden State Supply, LLC, Xxxxxx-Xxxxx Enterprises LLC, General Parts Distribution LLC and Worldpac Inc., collectively, as the tenant and (ii) that certain Lease dated July 15, 2012 (as amended) between NIP OWNER II, LLC, as the landlord, and Advance Stores Company, Incorporated, as the tenant, and other liabilities incidental to its existence and permitted business and activities). The Borrower will not have any Subsidiaries other than the Insurance Subsidiaries, the Company and Subsidiaries of the Company (including SPC Subsidiaries).

Fundamental Changes. (a) The Borrower 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) assets representing all or substantially all of its assets, or all or substantially all the consolidated assets of the stock of any of Company and the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, that if at the time thereof and immediately after giving pro forma effect thereto (as if the relevant transaction and any related incurrence or repayment of Indebtedness had occurred at the beginning of the most recent period of four fiscal quarters for which financial statements have been delivered pursuant to Sections 5.01(a) or 5.01(b) or, prior to the delivery of any such financial statements, at October 31, 2022) no Default shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, Subsidiary and (iii) any Subsidiary that is (other than a Borrowing Subsidiary) may liquidate or dissolve or, so long as such transaction does not constitute a Material Subsidiary may selltransfer or other disposition (in one transaction or in a series of transactions) of all or substantially all the consolidated assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower Company will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower Company and the Subsidiaries, taken as Subsidiaries on a whole, consolidated basis in any business other than businesses currently of the type conducted by the Borrower Company and the Subsidiaries and businesses in on the information technologies or computer industries date of this Agreement and businesses reasonably related or complementary thereto. (c) The Company will not permit any other Borrower, while it remains a Borrower, to cease to be a wholly owned Subsidiary.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, merge enter into any transaction of merger or consolidate with any other Personconsolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not, nor will it permit any other Person to merge into of its Subsidiaries to, acquire any business or consolidate with itproperty from, or capital stock of, or be a party to any acquisition of, any Person except the Acquisition and in the case of its Subsidiaries for purchases of inventory and other property to be sold or used in the ordinary course of business. The Borrower will not, nor will it permit any of its Subsidiaries to, 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, business or all or substantially all of the stock of any of the Subsidiaries (in each caseproperty, whether now owned or hereafter acquired)acquired (including receivables and leasehold interests, but excluding (x) obsolete or liquidate worn-out property, tools or dissolve, except that, if at equipment no longer used or useful in its business so long as the time amount thereof sold in any single fiscal year by the Borrower and immediately after giving effect thereto no Default its Subsidiaries shall not have occurred a fair market value in excess of S$1,000,000 and be continuing, (iy) any Person may merge into inventory or other property sold or disposed of in the ordinary course of business and on ordinary business terms). The Borrower shall ensure that at all time it does not have any Subsidiaries other than ChinaCast. Notwithstanding the foregoing provisions of this Section: (a) any Subsidiary of the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge be merged or consolidated with or into any other such Subsidiary; provided that if any such transaction shall be between a Subsidiary in and a transaction in which the surviving entity is a wholly owned Subsidiary, the wholly owned Subsidiary shall be the continuing or surviving corporation; (iiib) any Subsidiary that is not a Material Subsidiary of the Borrower may sell, transferlease, lease transfer or otherwise dispose of its assets to the Borrower any or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose all of its assets property (upon voluntary liquidation or otherwise) to the Borrower or any other Material Subsidiary, wholly owned Subsidiary of the Borrower; and (ivc) the capital stock of any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution may be sold, transferred or other transfer otherwise disposed of assets in connection with such liquidation or dissolution is made to the Borrower or another any wholly owned Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedBorrower. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (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, assets (other than in the ordinary course of business) or all or substantially all of the stock of any of the 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 Person Subsidiary may merge into with a Person which is not affiliated with the Borrower in a transaction in which if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Person Subsidiary may merge with or into any another Subsidiary provided that in the case of a transaction in which Financial Institution Subsidiary, a Financial Institution Subsidiary is the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary that is not a Material Subsidiary may sell, transferlease, lease transfer or otherwise dispose of its assets to (A) the Borrower Borrower, (B) in the case of any Subsidiary that is not a Financial Institution Subsidiary, to any other Subsidiary and (C) in the case of a Financial Institution Subsidiary, to another Financial Institution Subsidiary or to another a Subsidiary and any Material which is not a Financial Institution Subsidiary may sell, transfer, lease provided that such Subsidiary is a direct or otherwise dispose indirect Subsidiary of its assets to the Borrower or any other Material selling Financial Institution Subsidiary, (iv) any Subsidiary (other than a Financial Institution Subsidiary) or the assets of any Subsidiary may merge with be sold or into otherwise transferred so long as the aggregate value of such assets or of such Subsidiary shall not exceed $500,000 in any Material fiscal year, provided, that any Financial Institution Subsidiary may sell loans, investments or other assets in a transaction in which the surviving entity is a Material Subsidiary ordinary course of its business and (v) notwithstanding anything to the contrary in any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to foregoing, the Borrower or another any Subsidiary in an amount consistent with such Person’s ownership percentage may enter into a sale leaseback transaction of the Subsidiary being dissolved any of its real property, now owned or liquidatedhereafter acquired. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date hereof and businesses reasonably related theretothereto and any types of businesses that are expressly permitted by any Governmental Authority having jurisdiction over the Borrower and/or any Financial Institutions Subsidiary.

Fundamental Changes. (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 any substantial part of its assets, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, : (ia) any Person Subsidiary other than Rheox International may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; (b) any Subsidiary other than Rheox International may merge into another Subsidiary; provided that (i) if any such transaction shall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving corporation and (ii) if any Person may merge with such transaction shall be between a Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and such Subsidiary Guarantor is not the continuing or into any surviving corporation, then the continuing or surviving corporation shall have assumed all of the obligations of such Subsidiary in a transaction in which Guarantor hereunder and under the surviving entity is a Subsidiary, other Loan Documents; (iiic) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets or property to the Borrower or to another Subsidiary; (d) the Borrower or any Subsidiary and may make Dispositions to third parties with the approval of the Required Lenders; (e) the Borrower or any Material Subsidiary may sell, transfer, lease or otherwise dispose of its any inventory or other assets to or property in the ordinary course of business; (f) the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with sell, transfer, lease or into any Material Subsidiary otherwise dispose of obsolete or worn-out property, tools or equipment no longer used or useful in a transaction in which its business so long as the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent thereof sold in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted single fiscal year by the Borrower and its Subsidiaries shall not have a Fair Market Value in excess of $500,000; and Credit Agreement (g) the Subsidiaries Borrower may sell, transfer, lease or otherwise dispose of the surplus parcels of real property in Alameda County, California owned by the Borrower and businesses encumbered for the benefit of the Lenders as described in section (b) of the information technologies or computer industries and businesses reasonably related theretodefinition of "Existing Mortgages".

Fundamental Changes. (a) The Borrower will shall not, and will not nor shall it permit any Subsidiary of its Material Subsidiaries to, merge enter into any transaction of merger or consolidate with any other Personconsolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), unless it is a Permitted Acquisition. (b) The Borrower shall not, nor shall it permit any other Person to merge into of its Material Subsidiaries to, make any Acquisition or consolidate with itotherwise acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for (i) purchases of inventory and other property to be sold or used in the ordinary course of business, (ii) Assumed Reinsurance in the ordinary course of business, (iii) Investments permitted under Section 6.04, (iv) capital expenditures in the ordinary course of business, and (v) Permitted Acquisitions. (c) The Borrower shall not, nor shall it permit any of its Material Subsidiaries to, convey, sell, transferlease, lease transfer or otherwise dispose of (of, in one transaction or in a series of transactions) , all or substantially all a substantial part of its assets, business or all or substantially all of the stock of any of the Subsidiaries (in each caseProperty, whether now owned or hereafter acquired). (d) Neither the Borrower nor any Subsidiary of the Borrower will engage in any business if, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred to such business, less than one-half of the Borrower’s Consolidated revenues, determined in accordance with SAP, would be derived from the providing of insurance (including insurance agency) and be continuing, other financial services. Notwithstanding the foregoing provisions of this Section 6.03: (i) any Person may merge into Subsidiary of the Borrower in a transaction in which may be merged or consolidated with or into: (A) the Borrower is if the Borrower shall be the continuing or surviving corporationcorporation or (B) any other such Subsidiary; provided that if any such transaction shall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving entity; (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transferlease, lease transfer or otherwise dispose of any or all of its assets to property (upon voluntary liquidation or otherwise) to, and the Equity Interests of a Subsidiary may be sold or otherwise transferred to, the Borrower or any other Material Subsidiary, a Wholly Owned Subsidiary of the Borrower; (iviii) any Material Subsidiary may merge or consolidate with or into acquire any Material Subsidiary other Person pursuant to a Permitted Acquisition if, in the case of a transaction in which merger or consolidation, the surviving entity is a Material Wholly Owned Subsidiary and of the Borrower; and (viv) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous its Material Insurance Subsidiaries may sell or transfer assets upon and subject to the Lenders terms and any distribution or other transfer conditions of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedSection 6.05(e) hereof. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. Except in connection with the SPAC IPO (a) The Borrower will notCombine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions; except, (i) any wholly-owned Subsidiary of any Obligor (other than any Borrower) may merge with and will not permit any Subsidiary to, merge into or consolidate with any other Personwholly-owned Subsidiary of any Obligor (other than any Borrower), or permit (ii) any other Person to Borrower may merge with and into or consolidate with itany other Borrower and any Guarantor may merge with and into or consolidate with a Borrower or any other Guarantor; provided that in any merger involving a Borrower and a Guarantor, such Borrower shall be the continuing or sellsurviving Person, transfer, lease (iii) mergers or otherwise dispose consolidations of (in one transaction any Person with or in a series of transactions) all into Borrower or substantially all of its assets, or all or substantially all any Subsidiary if the acquisition of the stock Equity Interest in such Person by Borrower or such Subsidiary would have been permitted pursuant to Section 10.2.5 (so long as (x) in the case of any a merger or consolidation involving a Borrower, a Borrower shall be the continuing or surviving Person, (y) if a Subsidiary is not the surviving or continuing Person, the surviving Person becomes an Obligor and complies with the provisions of the Subsidiaries Section 10.1.9 and there is compliance with all financial covenants in Section 10.3 on a Pro Forma Basis, and (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 z) no Event of Default shall have occurred and be continuingcontinuing after giving effect thereto), (iv) mergers, combinations, or consolidations of any Subsidiary with any Person to consummate a Permitted Asset Disposition with respect to the Equity Interests of such Subsidiary concurrently with such consummation, or (v) any CFC or CFC Holding Company that is not an Obligor may merge into any CFC or CFC Holding Company that is not an Obligor, (b) for any Obligor, without providing thirty (30) days’ prior written notice to Agent of the same, change its (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationtax, charter or other organizational identification number, (ii) any Person may merge with name, or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary form or state of organization; provided that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose at all times each Obligor shall maintain its state of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is organization in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedUnited States. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (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, assets (other than in the ordinary course of business) or all or substantially all of the stock of any of the 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 Person Subsidiary may merge into with a Person which is not affiliated with the Borrower in a transaction in which if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Person Subsidiary may merge with or into another Subsidiary provided that in the case of a Financial Institution Subsidiary, a Financial Institution Subsidiary is the surviving Person, (iii) any Subsidiary may sell, lease, transfer or dispose of its assets to (A) the Borrower, (B) in the case of any Subsidiary that is not a transaction Financial Institution Subsidiary, to any other Subsidiary and (C) in the case of a Financial Institution Subsidiary, to another Financial Institution Subsidiary or to a Subsidiary which the surviving entity is not a Financial Institution Subsidiary provided that such Subsidiary is a direct or indirect Subsidiary of the selling Financial Institution Subsidiary, (iii) any Subsidiary that is not (other than a Material Financial Institution Subsidiary) or the assets of any Subsidiary may sell, transfer, lease be sold or otherwise dispose transferred so long as the aggregate value of such assets or of such Subsidiary shall not exceed $500,000 in any fiscal year, provided, that any Financial Institution Subsidiary may sell loans, investments or other assets in the ordinary course of its assets business and (iv) notwithstanding anything to the Borrower or to another Subsidiary and contrary in any Material Subsidiary may sellof the foregoing, transfer, lease or otherwise dispose of its assets to (A) the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with enter into a sale leaseback transaction of any of its real property, now owned or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary hereafter acquired, and (vB) any Subsidiary that is not a Material Subsidiary the PrimeTrust Transaction may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedoccur. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date hereof and businesses reasonably related theretothereto and any types of businesses that are expressly permitted by any Governmental Authority having jurisdiction over the Borrower and/or any Financial Institutions Subsidiary.

Fundamental Changes. (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) assets representing all or substantially all of its assets, or all or substantially all the consolidated assets of the stock of any of Borrower and the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, that if at the time thereof and immediately after giving pro forma effect thereto (as if the relevant transaction and any related incurrence or repayment of Indebtedness had occurred at the beginning of the most recent period of four fiscal quarters for which financial statements have been delivered pursuant to Sections 5.01(a) or 5.01(b) or, prior to the delivery of any such financial statements, at October 31, 2016) no Default shall have occurred and be continuing, continuing (i) any Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person (other than the Borrower) may merge into or consolidate with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, Subsidiary and (iii) any Subsidiary that is may liquidate or dissolve or, so long as such transaction does not constitute a Material Subsidiary may sell, transfer, lease transfer or otherwise dispose other disposition (in one transaction or in a series of its transactions) of all or substantially all the consolidated assets to of the Borrower and the Subsidiaries (whether now owned or to another Subsidiary and any Material Subsidiary may sellhereafter acquired), transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which other Person (other than the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedBorrower). (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as Subsidiaries on a whole, consolidated basis in any business other than the businesses currently of the type conducted by the Borrower and the Subsidiaries and businesses in on the information technologies or computer industries Restatement Effective Date and businesses reasonably related or complementary thereto.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge 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, or all or substantially all of the stock of any of the Subsidiaries 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 Person Subsidiary of any Borrower may merge into the such Borrower in a transaction in which the such Borrower is the surviving corporationentity, (ii) any Person 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 into a direct Subsidiary of Kmart Corp. and Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary in Guarantor is a transaction in which 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 Subsidiaryparty to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) any Subsidiary that is not a Material 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 to another Holdings, the transferee shall be a Subsidiary and Guarantor), (iv) any Material Subsidiary of Holdings other than the Borrowers or Sears may sell, transfer, lease or otherwise dispose of its assets to the Borrower a Person that is not a Subsidiary or any other Material merge with a Person that is not a Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in each case, pursuant to a transaction in which the surviving entity is a Material Subsidiary and Permitted Disposition, (v) any Subsidiary that is not a of Holdings other than the 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 Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrower Borrowers, Sears, the other Material Subsidiary Guarantors and their Subsidiaries and is not materially disadvantageous in any material respect to Holdings, the Lenders and any distribution Borrowers, Sears, the other Material Subsidiary Guarantors or other transfer the Lenders; provided, that a Material Subsidiary Guarantor may liquidate or dissolve into a Person that is a Subsidiary of assets in connection with Holdings immediately prior to such liquidation or dissolution dissolution, if the continuing or surviving entity is made 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 Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedCredit Card Royalty Securitization. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower 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 make any disposition of its assets, property or all or substantially all of the stock Equity Interests of any of the its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that: (a) the Company and its Subsidiaries may purchase and sell inventory in the ordinary course of business; (b) the Company and its Subsidiaries may sell, transfer or otherwise dispose of excess, damaged, obsolete or worn out assets and scrap in the ordinary course of business; (c) the Company and its Subsidiaries may enter into and consummate Permitted Acquisitions; (d) (i) any Person may merge into the Company in a transaction where the Company is the survivor thereof, (ii) any Person (other than the Company) may merge into a Subsidiary Guarantor where such Subsidiary Guarantor is the survivor thereof, (iii) any Person (other than the Company or a Subsidiary Guarantor) may merge into any European Borrower where such European Borrower is the survivor thereof, (iv) any Person (other than a Loan Party) may merge into any other Foreign Subsidiary and (v) any Immaterial Subsidiary may merge into any other Immaterial Subsidiary; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04; (e) (i) the Company may sell or transfer assets to any Subsidiary Guarantor, (ii) any Subsidiary may sell or transfer assets to the Company or any Subsidiary Guarantor, (iii) any European Borrower may sell or transfer assets to any Foreign Subsidiary so long as the aggregate consideration for all such sales and transfers governed by this clause (iii) does not exceed $10,000,000 at any time, and (iv) to the extent not governed by clauses (i) through (iii) above, any Foreign Subsidiary or Immaterial Subsidiary may sell or transfer assets to the Company or any other Subsidiary; (f) the Company or any Subsidiary may (i) sell Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate principal amount of $225,000,000) and (ii) sell or discount, in each case without recourse and in the ordinary course of business, overdue accounts receivable arising in the ordinary course of business, in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (g) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders Lenders; (h) the Company or any Subsidiary may (i) sell Permitted Investments in the ordinary course of business, (ii) license intellectual property in the ordinary course of business and (iii) dispose of or abandon intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole; (i) any sale of assets pursuant to a Sale and Leaseback Transaction permitted by Section 6.09; (j) any lease or sub-lease of property in the ordinary course of business that would not materially interfere with the required use of such property by the Company or its Subsidiaries; (k) any sale or assignment of Contract Payments (and related leased equipment and related receivables and proceeds, as applicable) and any distribution lease of such related equipment pursuant to a Contract Payment Sale; (l) any Subsidiary (other than a European Borrower) may enter into and consummate any merger, dissolution, liquidation or consolidation, the purpose of which is to effect an asset sale or other disposition otherwise permitted under this Section 6.03; and (m) the Company or any Subsidiary may engage in a sale, lease, transfer or other disposition of any assets not described above so long as such assets, when taken together with all other assets sold, leased, transferred or otherwise disposed of pursuant to this clause (m) in connection with such liquidation or dissolution is made any fiscal year, does not constitute a Substantial Portion of the assets of the Company and its Subsidiaries. In addition to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of foregoing, the Subsidiary being dissolved or liquidated. (b) The Borrower Company will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line business if as a result thereof the general nature of the business material to of the Borrower Company and the Subsidiaries, its Subsidiaries taken as a whole, other than businesses currently conducted by whole would be substantially changed from the Borrower general nature of the business of the Company and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related theretoEffective Date.

Fundamental Changes. (a) The Except as set forth in Schedule 6.3, the Administrative Borrower will not, and will not permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate 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 the its Subsidiaries (in each case, whether now owned or hereafter acquired), or divide, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, : (ia) any Person Subsidiary that is not a Borrower may merge into the with any Borrower in a transaction in which the a Borrower is the surviving corporation, , (iib) any Person Subsidiary that is not a Borrower may merge with or into any Subsidiary that is not a Borrower in a transaction in which the surviving entity is a Subsidiary, ; (iiic) any Subsidiary that may merge with any Person in a transaction in which the surviving entity is not a Material Subsidiary; (d) any Borrower (other than the Administrative Borrower) may merge with any Person in a transaction in which the surviving entity is a Borrower and the Administrative Borrower may merge with any Person in a transaction in which the surviving entity is the Administrative Borrower; (e) the Administrative Borrower and any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the a Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, ; (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (vf) any Subsidiary that is not a Material Subsidiary Borrower may liquidate or dissolve if the Administrative Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders Lenders; (g) the Administrative Borrower and any distribution Subsidiary may sell, transfer, lease or other transfer otherwise dispose of (in one transaction or in a series of transactions), assets and properties so long as the net book value of all such dispositions from and after the Effective Date, shall not, in connection the aggregate, exceed 25% of the Administrative Borrower’s consolidated tangible assets as set forth on the Administrative Borrower’s most recently delivered audited financial statements delivered pursuant to Section 4.1(g) and Section 5.1; and (h) any Person may merge with such liquidation or dissolution is made to and into any Borrower (provided that the Borrower shall be the continuing or another Subsidiary surviving entity) or any of its direct or indirect wholly-owned Subsidiaries (provided that the direct or indirect wholly-owned Subsidiaries shall be the continuing or surviving entity) in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedAcquisition. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (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, or all or substantially all of the stock Equity Interests of any of the its Subsidiaries (in each case, whether now owned or hereafter here­after acquired), or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingcontinuing (i) if the Borrower is involved in any such transaction, (ix) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, or (y) if the Borrower is not the surviving entity, (A) the Person formed by or surviving such transaction or the recipient of any such sale, transfer, lease or other disposition of assets, assumes all Obligations, (B) the Person formed by or surviving such transaction or the recipient of any such sale, transfer lease or other disposition, is organized under the laws of the United States or any state thereof, and (C) the Borrower has delivered to the Administrative Agent an officer's certificate and an opinion of counsel, each stating that such consolidation, merger, transfer, lease or other disposition complies with the provisions hereof, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and such liquidation or dissolution is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedLenders. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (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, or all or substantially all of the stock Equity Interests of any of the its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingcontinuing (i) if the Borrower is involved in any such transaction, (ix) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, or (y) if the Borrower is not the surviving entity, (A) the Person formed by or surviving such transaction or the recipient of any such sale, transfer, lease or other disposition of assets, assumes all Obligations, (B) the Person formed by or surviving such transaction or the recipient of any such sale, transfer lease or other disposition, is organized under the laws of the United States or any state thereof, and (C) the Borrower has delivered to the Administrative Agent an officer's certificate and an opinion of counsel, each stating that such consolidation, merger, transfer, lease or other disposition complies with the provisions hereof, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and such liquidation or dissolution is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedLenders. (b) The Borrower will not, and will not permit any Subsidiary of its Material Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower No Credit Party will not, and will not permit enter into any Subsidiary to, merge into transaction of merger or consolidate with any other Personconsolidation or amalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution). No Credit Party will acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business, Investments permitted under Section 7.5 and Capital Expenditures permitted under Section 7.9(e). No Credit Party will convey, sell, transferlease, lease transfer or otherwise dispose of (of, in one transaction or in a series of transactions) all or substantially all , any material part of its assets, business or all or substantially all of the stock of any of the Subsidiaries (in each caseproperty, whether now owned or hereafter acquired)acquired (including, without limitation, receivables and leasehold interests, but excluding (x) obsolete or liquidate worn-out property, including leasehold interests, no longer used or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuinguseful in its business, (iy) any Person may merge into inventory or other property sold or disposed of in the Borrower in a transaction in which ordinary course of business and on ordinary business terms and (z) Sale-Leaseback Transactions to the Borrower is extent permitted by Section 7.14). Notwithstanding the surviving corporation, foregoing provisions of this Section 7.4: (iia) any Person Subsidiary (other than any Camping World Entity) may merge be merged or consolidated with or into any other Subsidiary in (other than any Camping World Entity) or into the Borrower; provided that if any such transaction shall be between a transaction in which the surviving entity is Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving corporation; (iiib) any Subsidiary that is not a Material Subsidiary may sell, transferlease, lease transfer or otherwise dispose of any or all of its assets property (upon voluntary liquidation or otherwise) to any Subsidiary (other than any Camping World Entity) that is a Wholly Owned Subsidiary of the Borrower or to another Subsidiary and Borrower; (c) the capital stock of any Material Subsidiary may sellbe sold, transfer, lease transferred or otherwise dispose disposed of its assets to the Borrower or any Subsidiary that is a Wholly Owned Subsidiary of the Borrower (other Material Subsidiary, than any Camping World Entity); and (ivd) any Subsidiary Camping World Entity may merge be merged or consolidated with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedCamping World Entity. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (a) 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, or all or substantially all the assets of the stock of any of the Borrower and its 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 shall have occurred and be continuing, (i) any Subsidiary or other Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person Subsidiary may merge into or consolidate with or into any Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material a Wholly Owned Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders 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 any distribution the Borrower determines in good faith that such merger or other transfer consolidation is in the best interests of assets in connection with such liquidation or dissolution is made to the Borrower and would not materially adversely affect the Lenders, (vi) the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary to, engage to may merge into or consolidate with any material extent other Person; provided that the Borrower or such Subsidiary is the surviving corporation and (vii) any Subsidiary may merge with any other Person in any line a transaction in which the surviving entity is not a Subsidiary; provided that such transaction does not constitute the disposition of business material to all or substantially all assets of the Borrower and the Subsidiaries, its subsidiaries taken as a whole, other than businesses currently conducted by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related thereto.

Fundamental Changes. (ai) The Borrower will not, and will not permit any Material Subsidiary (other than American Steamship Company) 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, or all or substantially all of the stock of any of the its 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 shall have occurred and be continuingcontinuing (A) the Borrower may merge into GATX Corporation, in a transaction in which GATX Corporation or the Borrower is the surviving corporation, (iB) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (iiC) any Person may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary, (iiiD) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sellor, transferin an arm’s length transaction, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, Person and (ivE) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made Lenders. Notwithstanding anything to the contrary in this Section 5.02(b), GATX Technology Services Corporation and GATX Technology Finance, Inc. may sell all or substantially all of their assets or the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage may sell the stock of the Subsidiary being dissolved or liquidatedGATX Technology Services Corporation. (bii) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement, and businesses reasonably related thereto, including, without limitation, the business of leasing, investing in, financing and selling transportation, industrial and commercial equipment and commercial and other real estate investment property and companies and activities related thereto.

Fundamental Changes. (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 substantially all a material portion of its assets, assets or all or substantially all of the stock of any of the its 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 continuingoccurred, (iA)(i) any Person the Borrower may merge into with a Person in connection with a Permitted Acquisition; provided, that, the Borrower in a transaction in which the Borrower is shall be the surviving corporationPerson, (ii) any Person a Subsidiary may merge with or into any a Person in connection with a Permitted Acquisition; provided, that, a Subsidiary in a transaction in which shall be the surviving entity is a SubsidiaryPerson, or (iii) a Subsidiary may merge with another Subsidiary, so long as a Subsidiary shall be the surviving Person, (B) any Subsidiary that is not a Material Subsidiary may sell, transferlease, lease transfer or otherwise dispose of its assets to the Borrower or to another Subsidiary and Subsidiary, (C) the Borrower or any Material Financial Institution Subsidiary may sell, transfer, lease sell or otherwise dispose of loans, investments, or other similar assets in the ordinary course of its assets to business, provided, that such sale or series of sales do not constitute a sale of all or a material portion of such Financial Institution Subsidiary’s assets, and (D) the Borrower or any other Material Subsidiary, (iv) and any Subsidiary may merge with sell or into otherwise dispose of any Material Subsidiary Other Real Estate Owned; provided, further, that, in a transaction in which the surviving entity is a Material Subsidiary case of clauses (C) and (vD) any Subsidiary that is not a Material Subsidiary may liquidate hereof, no single sale (or dissolve if the Borrower determines in good faith that such liquidation or dissolution is series of related sales) shall exceed $200,000,000 of assets (calculated, in the best interests case of loans, by the Borrower and is not materially disadvantageous to unpaid principal balance thereof, and, in the Lenders and any distribution case of Other Real Estate Owned or other transfer assets, the greater of assets in connection with such liquidation (x) the fair market value thereof or dissolution is made to (y) the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedpurchase price thereof). (b) The Borrower will not dispose of any Capital Stock in any of its Financial Institution Subsidiaries, whether by sale, assignment, lease or otherwise, without the prior written consent of the Lender. (c) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date hereof and businesses reasonably related theretothereto or reasonable extensions thereof and any types of businesses that are expressly permitted by any Governmental Authority having jurisdiction over the Borrower and/or any Financial Institutions Subsidiary.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary 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, or all any of its Borrowing Base Properties or substantially all of the stock of any of the Subsidiaries 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 shall have occurred and be continuing, (i) any Person Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Person Restricted Subsidiary may merge with or into any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary, (iii) any Subsidiary that is not a Material Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Restricted Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to Lenders, (v) the Borrower or another any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in an amount consistent with such Person’s ownership percentage 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) subject to Section 2.12(b), the Borrower or any Restricted Subsidiary being dissolved may sell, transfer, lease, exchange, abandon or liquidatedotherwise dispose of Borrowing Base Properties with a value not exceeding, in the 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 Oil 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, assumptions and discount rates used to determine the Engineered Value of the Borrowing Base Properties as of the most recent Redetermination. In addition, for purposes of determining compliance with clause (vi) of this section with respect to any exchange of Oil and Gas Interests, the value of such exchange shall be the net reduction, if any, in Engineered Value realized or resulting from such exchange. (b) The Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Restricted Subsidiaries on the Subsidiaries date of execution of this Agreement and businesses in after giving effect to the information technologies or computer industries Transactions and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower Parent 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, or all or substantially all of the stock of any of the 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 shall have occurred and be continuing, continuing (i) any Person (other than the Parent or the Borrower) may merge into the Parent or the Borrower in a transaction in which the Borrower Parent or the Borrower, as the case may be, is the surviving corporation, (ii) any Person (other than the Parent or the Borrower) may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary (other than the Borrower) may sell, transfer, lease or otherwise dispose of its assets to the Parent or the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with (other than the Borrower or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (vMF USA) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and is not materially disadvantageous to the Lenders and (v) any distribution Subsidiary which is not a Significant Subsidiary may sell, or other transfer otherwise dispose of, all or substantially all of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedits assets. (b) The Borrower Parent will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower Parent and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (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 any substantial part of its business or assets, or all or substantially all of the stock any Equity Interests of any of the its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except thatthat (A) the Borrower may sell, transfer, lease or otherwise dispose of assets in connection with the consummation of a Like-Kind-Exchange; (B) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, this Section 6.03 shall not prohibit (i) any Person from merging into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person (other than the Borrower) from merging into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary wholly-owned by the Borrower and (iii) any Restricted Subsidiary from selling, transferring, leasing or otherwise disposing of its assets to the Borrower or to another Restricted Subsidiary wholly-owned by the Borrower; and (C) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, this Section 6.03 shall not prohibit (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with Restricted Subsidiary from liquidating or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve dissolving if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders Lenders, and (ii) any distribution Restricted Subsidiary from selling, transferring, leasing or otherwise disposing of its assets if such sale, transfer, lease or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidateddisposition would otherwise be permitted under Section 6.14. (b) The Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Restricted Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Material Subsidiary to, merge into 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 assetsassets (as used herein, or all or substantially all of the including capital stock of any of the Subsidiaries and/or other ownership interest) (in each casecollectively, whether now owned or hereafter acquired"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 shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary Dispositions may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is be made to the Borrower or a Material Subsidiary (or a party that concurrently therewith will become a Material Subsidiary), (iv) Dispositions may be made by a Material Subsidiary to another Subsidiary in an amount consistent with such Person’s ownership percentage Person that concurrently therewith will become a Material Subsidiary, (v) Dispositions may be made of all or any portion of the Subsidiary being dissolved assets or liquidated. capital stock of (bor other ownership interest in) The Borrower will notany ET Entity, or any ET Entity may merge or consolidate with any Person, (vi) Dispositions of accounts and will not permit 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 Subsidiary to, engage to any material extent in any line of business material to the Borrower Approved Cost Recovery Bonds and the Subsidiaries, taken as a whole, other than businesses currently conducted (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 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 consolidated basis as determined in accordance with GAAP, (x) as shown on the consolidated balance sheet of the Borrower and businesses 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 disposition; 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 information technologies equity or computer industries and businesses reasonably related theretoassets of the ET Entities (as if such interests in such equity or assets had never been owned by such Person).

Fundamental Changes. (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, or all or substantially all the assets of the stock of any of the Borrower and its 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 shall have occurred and be continuing, continuing (i) the Borrower may merge into 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 the Borrower is the surviving corporation, (iiiii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iiiiv) any Subsidiary that may merge into any other Person in a transaction in which the surviving entity is a Subsidiary or in a transaction permitted by Section 6.8 and in which the surviving Person is not a Material Subsidiary, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in not constituting all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole and which the surviving entity is a Material Subsidiary permitted by Section 6.8 and (vvi) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders; provided that any distribution or other transfer of assets in connection with such liquidation or dissolution merger involving a Person that is made not a wholly owned Subsidiary immediately prior to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedmerger shall not be permitted unless also permitted by Section 6.3. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related or incidental thereto.

Fundamental Changes. (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 substantially all any substantial part of its assets, or all or substantially all of the stock of any of the its 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 shall have occurred and be continuing, continuing (i) any Person Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary 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, (iii) any Subsidiary that is not a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material so long as, in the event that the Subsidiary may sellselling, transfertransferring, lease leasing or otherwise dispose disposing such assets is a Guarantor, the entity to which it sells, transfers, leases or otherwise disposes of its assets to is the Borrower or any other Material Subsidiarya Guarantor or becomes a Guarantor concurrently with such asset sale, (iv) any Subsidiary may merge with or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (v) any distribution Subsidiary may merge into or other transfer of assets consolidate with any Person in connection with a Permitted Acquisition so long as, in the event that such liquidation Subsidiary is a Guarantor, the surviving entity is a Guarantor or dissolution is made to the Borrower or another Subsidiary in an amount consistent becomes a Guarantor concurrently with such Person’s ownership percentage of the merger or consolidation; provided that any such merger involving a Person that is not a wholly owned Subsidiary being dissolved or liquidatedimmediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (ba) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date of execution of this Agreement and businesses reasonably related theretorelated, ancillary or complementary thereto (including related, complementary, synergistic or ancillary technologies in which the Borrower and its Subsidiaries are currently engaged).

Fundamental Changes. (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, consummate a Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or their consolidated assets (including all or substantially all of the stock of any of Equity Interests in the Subsidiaries Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default following events shall have occurred and be continuing, permitted without the consent of the Lenders: (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationcorporation (or, if the Borrower is not the survivor, the survivor is organized in the United States and the Required Lenders have consented to such transaction), (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not may liquidate or dissolve, consummate a Material Subsidiary may Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, consummate a Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger, Division or disposition is in the best interests of the Borrower, is not materially disadvantageous to the Lenders, and does not result in a Default or an Event of Default hereunder, (v) the Borrower or any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge in connection with or into any Material Subsidiary in a transaction in which the surviving entity disposition of assets that is a Material Subsidiary permitted by this Agreement, and (vvi) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution changes its form of organization to a limited liability company, the Borrower may consummate a Division as the Dividing Person if the successor is organized in the best interests United States and the Required Lenders have consented to such transaction; and provided further that only the approval of the Borrower and is not materially disadvantageous to Required Lenders, without the Lenders and payment of any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidated. (b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently conducted fees by the Borrower and the Subsidiaries and businesses in the information technologies or computer industries and businesses reasonably related theretoBorrower, shall be required for an Approved M&A Transaction.”

Fundamental Changes. (a) The Borrower 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 of its assets, or all or substantially all any substantial part of the stock assets of any 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 Event of Default shall have occurred and be continuing, continuing and no Default shall result therefrom (i) any Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary (and, in the case of a merger involving a Borrower the survivor shall be such Borrower), (iii) any the Company may sell, transfer, lease or otherwise dispose of assets to a Subsidiary that is not or a Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iv) any Subsidiary may merge with or into any Material Subsidiary in (other than a transaction in which the surviving entity is a Material Subsidiary and (vBorrower) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders Lenders, (v) the Company and its Subsidiaries may sell, transfer, lease or otherwise dispose of any distribution Foreign Subsidiary (other than a Borrower) or other transfer any assets of any Foreign Subsidiary, (vi) 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 connection its Long Xxxx Xxxxxx’x business and (ix) the Company and its Subsidiaries may sell, transfer, lease or otherwise dispose of assets with such liquidation or dissolution is made an aggregate fair market value not exceeding US$300,000,000 during the period subsequent to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage 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 merger permitted by clause (i) or (ii) of this Section involving a Person that is not a wholly owned Subsidiary being dissolved or liquidatedimmediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower A substantial majority of the business engaged in by the Company and its Subsidiaries will not, and will not permit any Subsidiary to, engage continue to any material extent in any line be businesses of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently type conducted by the Borrower Company and its Subsidiaries on the Subsidiaries and businesses Effective Date (as defined in the information technologies or computer industries Existing Company Credit Agreement) and businesses reasonably related thereto; provided that the foregoing shall not be construed to restrict the conduct of businesses that are limited to serving the Company and its Subsidiaries and their respective franchisees and licensees, such as the creation of Subsidiaries to conduct insurance or inventory purchasing activities for the Company and its Subsidiaries and their respective franchisees and licensees.

Fundamental Changes. (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, assets (other than in the ordinary course of business) or all or substantially all of the stock of any of the 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 Person Subsidiary may merge into with a Person if the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Person may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary that is not a Material Subsidiary may sell, transferlease, lease transfer or otherwise dispose of its assets to the Borrower or to another Subsidiary and any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Material Subsidiary, (iviii) any Subsidiary may merge with (other than a Financial Institution Subsidiary) or into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary and (v) assets of any Subsidiary may be sold or otherwise transferred, and any Subsidiary (including a Financial Institutions Subsidiary) may enter into a sale and leaseback transaction that is otherwise prohibited by Section 7.7, so long as the aggregate value of such assets (either sold outright or sold and leased back) and any such Subsidiary shall not a Material exceed ten percent (10%) of the Borrower’s consolidated total assets in any fiscal year, provided, that any Financial Institution Subsidiary may liquidate sell loans, investments or dissolve if the Borrower determines in good faith that such liquidation or dissolution is other assets in the best interests ordinary course of the Borrower and is not materially disadvantageous to the Lenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such Person’s ownership percentage of the Subsidiary being dissolved or liquidatedits business. (b) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, engage to any material extent in any line of business material to the Borrower and the Subsidiaries, taken as a whole, other than businesses currently of the type conducted by the Borrower and its Subsidiaries on the Subsidiaries and businesses in the information technologies or computer industries date hereof and businesses reasonably related theretothereto and any types of businesses that are expressly permitted by any Governmental Authority having jurisdiction over the Borrower and/or any Financial Institutions Subsidiary.