Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05.

Fundamental Changes. Merge, dissolve, liquidate, liquidate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of Holdings and its assets Subsidiaries, taken as a whole (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default exists or would result therefrom: (a) any Borrower Subsidiary or any other Person may merge into, dissolve into, liquidate into or consolidate with the Company or any other Borrower or may Dispose of all or substantially all of its assets Subsidiaries; provided, (i) to any other Borrowerthe extent such transaction involves the Company, the Company shall be a surviving entity and (ii) to the extent such transaction involves a Subsidiary Guarantor, a Subsidiary Guarantor or the Company shall be a surviving entity; (b) any Subsidiary (other than the Company) may merge into, dissolve into, liquidate into or consolidate with (i) any other Subsidiary (other than the Company unless clause (a) is complied with) in a Borrowertransaction in which the surviving entity is a Subsidiary; provided that, provided that such Borrower if either Subsidiary is a Guarantor, the surviving entity shall be a Guarantor or shall immediately become a Guarantor upon the continuing or surviving Person, consummation of such transaction; or (ii) any other Person, so long as such merger, dissolution, liquidation or consolation does not result, directly or indirectly, in the Disposition (in one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (ca series of transactions) any Subsidiary may Dispose of all or substantially all of the assets of Holdings and its assets (upon voluntary liquidation or otherwise) to the Borrower or to another SubsidiarySubsidiaries, taken as a whole; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;and (dc) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all organized under the laws of any political subdivision of the assets or all United States (or, if different, the jurisdiction of organization of the Equity Interests of merging or consolidating Company) and agrees in writing in a Subsidiary may be Disposed of manner and pursuant to documentation acceptable to the extent Administrative Agent to assume the obligations of the Company under this Agreement, the Company may merge into or consolidate with any other Person that is (or is becoming concurrently with such Disposition is permitted pursuant to Section 7.05merger or consolidation) a wholly-owned Subsidiary of Holdings.

Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned Property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may merge be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) substantially simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Borrower or Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any other BorrowerSubsidiary Guarantor; (bd) any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Non-Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Borrower or to another Subsidiary; provided any other Non-Guarantor Subsidiary that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a GuarantorRestricted Subsidiary; (de) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, amalgamation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Investment expressly permitted by Section 7.7 may be merged into structured as a merger, consolidation or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantoramalgamation; (g) [RESERVED]; and (eh) all any Restricted Subsidiary may liquidate or substantially all dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the assets or all of Borrower and is not materially disadvantageous to the Equity Interests of a Subsidiary may be Disposed of Lenders and (ii) to the extent such Disposition Restricted Subsidiary is permitted pursuant a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to Section 7.05such liquidation or dissolution.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower Company or a Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the Borrowers (other than requirements of Section 7.05(g) and in the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is case of a Borrower or GuarantorDisposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the assets terms of this Agreement (i) may be dissolved or all have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, shall promptly at the request of the Equity Interests of Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, at any time such Subsidiary thereafter qualifies as a Subsidiary may Restricted Subsidiary, the Company shall cause to be Disposed of delivered to the extent Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Disposition is permitted pursuant to Section 7.05Subsidiary in the timeframes set forth therein.

Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or Division (or similar transaction), or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;Property or business, or division or similar transaction except that: (b) any Subsidiary may merge with (i) a Borrower(i) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into the Borrower (provided that such the Borrower shall be the continuing or surviving Person, corporation) or (ii) any one Restricted Subsidiary may be merged, amalgamated, liquidated or more other Subsidiaries, consolidated with or into any Subsidiary Guarantor (provided that when any Guarantor is merging with another Subsidiary, the (x) a Subsidiary Guarantor shall be the continuing or surviving Personcorporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith); (cii) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary; (iii) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (div) Dispositions permitted by Section 7.05 may be consummated; (v) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Investment expressly permitted by Section 7.02 may be merged into structured as a merger, consolidation or consolidated with amalgamation; (vi) any other Borrower Excluded Subsidiary may be dissolved or Guarantor so long as the surviving entity is a Borrower or Guarantorliquidated; and (evii) all So long as no Default or substantially all Event of the assets Default is continuing or all of the Equity Interests of a Subsidiary would result therefrom, Holdings may be Disposed of to merged with and into Parent, with Parent being the extent surviving entity in such Disposition is permitted pursuant to Section 7.05merger.

Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Person, dissolve itself (or Dispose of (whether in one transaction suffer any liquidation or in a series of transactionsdissolution) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;property or business, except that: (bi) any Subsidiary of the Company (other than the Borrower) may merge be merged or consolidated with or into the Company (i) a Borrower, provided that the Company shall be the continuing or surviving corporation) or with or into any other Subsidiary of the Company; provided that if any such transaction is between a Guarantor and a Subsidiary that is not a Guarantor or, such Guarantor shall be the continuing or surviving entity and (ii) the Borrower may be merged or consolidated with or into any other Subsidiary; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person;entity. (ci) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a GuarantorCompany, then the transferee must either be the Borrower or a any Guarantor; , (dii) any Subsidiary that is not a Loan Party may Dispose of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of its assets upon voluntary liquidation or otherwise to the assets Company, the Borrower or any other Subsidiary and (iii) any Subsidiary of the Company may Dispose of all or substantially all of the Equity Interests of its assets pursuant to a Subsidiary may be Disposed of to the extent such Disposition is permitted by Section 7.5 (other than pursuant to Section 7.057.5(c)); provided that, for the avoidance of doubt, any Subsidiary of the Company that only holds Capital Stock of other Subsidiaries of the Company (a “Subsidiary Holding Company”) may consummate any sale of all or substantially all of its assets that would be permitted under this Section 7.4(b) with respect each such Subsidiary or Subsidiaries held by such Subsidiary Holding Company; (c) any Subsidiary (other than the Borrower) may be liquidated as long as the proceeds of such liquidation (after satisfying all Contractual Obligations of such Subsidiary) are distributed to the holders of the Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary); and (d) the Company may consummate a Holding Company Reorganization.

Fundamental Changes. Merge, dissolveconsolidate or amalgamate, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets or business, except that: (a) the Borrower or any of its Subsidiaries may merge or consolidate with any Person; provided that (A) in the case of any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving corporation and the shareholders of the Borrower immediately prior to such merger or consolidation shall hold at least a majority of the outstanding shares of the combined entity immediately after the consummation of such merger or consolidation; (B) in the case of any other Borrowermerger or consolidation involving a Loan Party, the surviving entity shall be a Loan Party; and (C) in the case of any merger or consolidation involving a Broker-Dealer Subsidiary, the surviving entity shall be a Broker-Dealer Subsidiary; (b) any Subsidiary may merge with (i) a Borrower, provided that such of the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwisei) to the Borrower or to another any Subsidiary; provided that if (A) in the transferor in case of any such a transaction is a Disposition by any Guarantor, then the transferee must either entity shall be a Loan Party and (B) in the Borrower case of any such Disposition by any Broker-Dealer Subsidiary, the transferee entity shall be a Broker-Dealer Subsidiary or (ii) pursuant to a GuarantorDisposition permitted by Section 6.5; (c) any Investment expressly permitted by Section 6.8 may be structured as a merger, consolidation or amalgamation; and (d) any Subsidiary of the Borrowers Borrower may liquidate or dissolve if (other than i) the Principal Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Highwoods Realty Limited Partnershipis not materially disadvantageous to the Lenders and (ii) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as in the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests case of a Subsidiary may be Disposed liquidation or dissolution of to the extent a Broker-Dealer Subsidiary, such Disposition liquidation or dissolution is permitted pursuant to Section 7.05into another Broker-Dealer Subsidiary.

Fundamental Changes. Merge, dissolve, liquidate, Merge or consolidate with or into another Personany Person or liquidate, wind-up or dissolve itself, or Dispose of (whether in one transaction permit or in a series of transactions) suffer any liquidation or dissolution or sell all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personassets, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a any Borrower, provided that such Borrower shall be the continuing or surviving Personcorporation, or (ii) any one or more other Subsidiaries, provided that when any Guarantor if such Subsidiary is merging with another Subsidiarya Guarantor, the Guarantor such Subsidiary shall be the continuing or surviving corporation, and (iii) any joint venture, partnership or other Person, so long as such joint venture, partnership and other Person will, as a result of making such merger and all other contemporaneous related transactions, become a Subsidiary and a Guarantor (if the Subsidiary which merged with such joint venture, partnership or other Person was a Guarantor); (cb) any Subsidiary may Dispose of sell or transfer all or substantially all of its assets (upon through voluntary liquidation liquidation, dissolution or winding up or otherwise) ), to the any Borrower or to another Subsidiary; provided that if if, either immediately prior to or after giving effect (on a pro forma basis) to such proposed sale or transfer (i) an Event of Default shall have occurred and be continuing or (ii) the transferor in Leverage Ratio (determined on a pro forma basis after giving effect to such transaction) is greater than 2.00 to 1.00, no Guarantor shall make any such sale or transfer to any Subsidiary which is not also a transaction is a Guarantor, then the transferee must either be the Borrower Guarantor or does not concurrently therewith become a Guarantor; (dc) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged merge into or consolidated consolidate with any other Person, provided that (i) such Borrower or Guarantor so long as is the surviving entity is a Borrower corporation, and (ii) immediately after giving effect to such merger or Guarantorconsolidation, no Default or Event of Default shall have occurred and be continuing; and (ed) any Subsidiary may merge or consolidate with or into any other Person or sell all or substantially all of the its assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such transaction is a Disposition otherwise permitted under Section 7.04 or an Investment otherwise permitted under Section 7.05 and immediately after giving effect to such merger or consolidation, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) Borrowers are in compliance with the provisions of Section 7.11(a) determined on a pro forma basis after giving effect to such transaction. To the extent any Subsidiary is a Guarantor, the surviving entity of any merger permitted pursuant hereunder shall execute such documentation as is satisfactory to Section 7.05Lender to ratify or otherwise assume the obligations under such Guaranty.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantorrequirements of Section 7.05(h); and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the assets terms of this Agreement may be dissolved or all have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the Equity Interests of a Subsidiary may be Disposed of conditions applicable to the extent Property Substitution or Prepayment Release with respect to such Disposition is permitted pursuant to Release Property in accordance with Section 7.052.19.

Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned Property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may merge be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 5.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Borrower or Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any other BorrowerSubsidiary Guarantor; (bd) any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Non-Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Borrower or to another Subsidiary; provided any other Non-Guarantor Subsidiary that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a GuarantorRestricted Subsidiary; (de) Dispositions permitted by Section 6.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 6.5 may be consummated; (f) any Investment expressly permitted by Section 6.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnershipis not materially disadvantageous to the Lenders and (ii) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as to the surviving entity extent such Restricted Subsidiary is a Borrower Loan Party, any assets or Guarantorbusiness of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 6.4 or 6.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; and (ei) all or substantially all of the assets or all of the Equity Interests of a Subsidiary any such transaction may be Disposed of effected to the extent such Disposition is permitted pursuant to transaction constitutes a Change of Control and the Borrower complies with the requirements set forth in Section 7.052.6 within the period of time set forth therein.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower Company or a Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the Borrowers (other than requirements of Section 7.05(g) and in the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is case of a Borrower or GuarantorDisposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the assets terms of this Agreement (i) may be dissolved or all have its entity status terminated and (ii) at the request of the Equity Interests of Company, be released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, if at any time thereafter the Company requests that such Subsidiary be designated as a Subsidiary may New Vehicle Borrower, the Company shall cause to be Disposed of delivered to the extent Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Disposition is permitted pursuant to Section 7.05Subsidiary in the timeframes set forth therein.

Fundamental Changes. Merge, dissolve, liquidate, Merge or consolidate with or into another Personinto, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Borrower Person may merge with any other into the Borrower, provided, that the Borrower or may Dispose of all or substantially all of its assets to any other Borroweris the surviving entity and the requirements set forth in Section 7.02 are satisfied; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person, and provided further that when any Guarantor is merging with another Subsidiary, the a Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee must also be the Borrower or a Wholly-Owned Subsidiary and provided further that (ii) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers Person (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as a Subsidiary of the Borrower) may merge into any Subsidiary provided that such Subsidiary is the surviving entity is a Borrower or Guarantorand the requirements set forth in Section 7.02 are satisfied; and (e) all or substantially all of the assets or all of the Equity Interests of a Borrower and each Subsidiary may be Disposed of to the extent such Disposition is make Dispositions permitted pursuant to by Section 7.057.07.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Restricted Subsidiary may merge with or liquidate into (i) the Borrower (including a Borrowermerger, the purpose of which is to reorganize the Borrower into a new jurisdiction so long as the Borrower remains organized under the laws of the United States, any state thereof or the District of Columbia (the “Jurisdictional Requirements”)); provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, ; provided that when any Guarantor Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, the Guarantor (A) a Loan Party shall be the continuing or surviving Person; or (B) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 7.02 and any Indebtedness corresponding to such Investment must be permitted by Section 7.03; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower; (c) the Borrower or any Restricted Subsidiary may Dispose of all merge with any other Person in order to (i) effect an Investment permitted pursuant to Section 7.02 (provided that (A) the continuing or substantially all surviving Person shall be a Restricted Subsidiary, which together with each of its assets Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 and (upon voluntary liquidation or otherwiseB) to the Borrower extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02) or (ii) to another Subsidiaryeffect the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 6.15; provided that if the transferor in such a transaction Borrower is a Guarantorparty to any transaction effected pursuant to this Section 7.04(c), then (A) the transferee must either Borrower shall be the continuing and surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower in a manner reasonably acceptable to the Administrative Agent, (B) the Jurisdictional Requirements shall be satisfied, and (C) no Event of Default shall have occurred and be continuing or a Guarantorwould result therefrom; (d) any of so long as no Default exists or would result therefrom, the Borrowers Borrower may (other than the Principal Borrower and Highwoods Realty Limited Partnershipi) or Guarantors may be merged into or consolidated merge with any other Person; provided that the Borrower shall be the continuing or Guarantor so long as surviving corporation and the surviving entity Jurisdictional Requirements shall be satisfied or (ii) change its legal form to a limited liability company if the Borrower determines in good faith that such action is a Borrower or Guarantorin the best interests of the Borrower; and (e) all so long as no Event of Default exists or substantially all would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of the assets or all of the Equity Interests of which is to effect a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05, may be effected; provided that if the Borrower is a party to any transaction effected pursuant to this Section 7.04(e), (i) the Borrower shall be the continuing or surviving Person and (ii) the Jurisdictional Requirements shall be satisfied.

Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to property or business, except that: (i) any other Subsidiary of the Borrower may be merged or consolidated with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity) and (ii) any Wholly Owned Subsidiary of the Borrower that is not a Subsidiary Guarantor may be merged or consolidated with or into any Wholly Owned Subsidiary of the Borrower; (b) any Subsidiary of the Borrower with no operations may merge be merged or consolidated with or into the Borrower (i) a Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Personentity); (ci) any Subsidiary of the Borrower may Dispose of all any or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower any Wholly Owned Subsidiary Guarantor and (ii) any Subsidiary may dispose of any or all of its assets to another Subsidiary; provided that if the transferor in such any other Person to effect a transaction is a Guarantor, then the transferee must either be the Borrower or a GuarantorDisposition permitted by Section 7.5(f); (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Shell Subsidiary may be merged into liquidated or consolidated with any other Borrower dissolved or Guarantor so long as the surviving entity is a Borrower or Guarantorotherwise cease to exist; and (e) all so long as no Default or substantially all Event of Default has occurred or is continuing or would result therefrom, Holdings may be merged or consolidated with any Affiliate of the assets Charter Group (provided that either (i) Holdings is the continuing or all surviving entity or (ii) if Holdings is not the continuing or surviving entity, such continuing or surviving entity assumes the obligations of Holdings under the Equity Interests of Loan Documents to which it is a Subsidiary may be Disposed of party pursuant to an instrument in form and substance reasonably satisfactory to the extent Administrative Agent and, in connection therewith, the Administrative Agent shall receive such Disposition is permitted pursuant to Section 7.05legal opinions, certificates and other documents as they may reasonably request).

Fundamental Changes. Merge(1) (x) each of the Project Guarantors shall not merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to or in favor of any Person, except with respect to each of the Project Guarantors, the granting of liens to the Collateral Agent pursuant to the Collateral Documents and (y) subject to the proviso at the end of Article VII, the Project Guarantors shall take all Relevant Member Action to cause each of the Project Companies not to merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to or in favor of any Person. (2) The Borrower and the Operating Guarantors shall not, and the Borrower and each Operating Guarantor shall cause each of the Other Subsidiaries not to merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower Operating Guarantor may merge with any other Borrower merge, amalgamate or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge consolidate with (i) a the Borrower, ; provided that such the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving PersonOperating Guarantor; (cb) any Other Subsidiary may merge, amalgamate or consolidate with or into any Other Subsidiary; and (i) an Operating Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; Operating Guarantor and (dii) any an Other Subsidiary may Dispose of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the its assets (upon voluntary liquidation or all of the Equity Interests of a Subsidiary may be Disposed of otherwise) to an Operating Guarantor or an Other Subsidiary, provided, in each case, that to the extent such Disposition constitutes an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary that is permitted pursuant to not a Loan Party in accordance with Sections 7.02 (other than Section 7.057.02(2)(e)) and 7.03, respectively; so long as, in each case, such merger, amalgamation, consolidation and/or Disposition does not materially and adversely affect the Liens of the Collateral Agent and the Administrative Agent in the Collateral.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other SubsidiariesSubsidiaries of the Borrower, provided that when if any Subsidiary Guarantor is merging with another Subsidiary, the a Subsidiary Guarantor party to such merger shall be the continuing or surviving Person; (cb) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, pursuant to a Division or otherwise) to the Borrower or to another SubsidiarySubsidiary of the Borrower; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; (d) ; and provided, further, that if any of Subsidiary Guarantor consummates a Division, then, to the Borrowers (other than extent applicable, the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated must comply with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantorobligations set forth in Section 6.12 with respect to each Division Successor; and (c) Dispositions permitted by Section 7.05(d) or (e) all shall be permitted under this Section 7.04. Notwithstanding anything to the contrary contained herein, in no event shall the Borrower be permitted to (i) merge, dissolve or substantially all liquidate or consolidate with or into any other Person unless after giving effect thereto the Borrower is the sole surviving Person of such transaction and no Change of Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the assets United States or all the District of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Columbia.

Fundamental Changes. Merge, dissolve, liquidate, (a) Merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom: shall have occurred and be continuing (ai) any Borrower Subsidiary or Acquired Person may merge with any other into the Borrower or any Subsidiary Guarantor in a transaction in which the Borrower or such Subsidiary Guarantor, as the case may Dispose of all be, is the surviving entity, (ii) any Subsidiary (other than a Subsidiary Guarantor) or Acquired Person may merge into any Subsidiary that is not a Loan Party in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary (other than a Subsidiary Guarantor, unless prior to, or substantially concurrently with, such transaction such Subsidiary Guarantor has transferred substantially all of its assets to the Borrower or another Subsidiary Guarantor) may liquidate or dissolve if the Borrower determines in good faith such liquidation or dissolution is in the best interests of the Borrower and its Subsidiaries, and is not materially disadvantageous to the Lenders; provided that any other Borrower; 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 6.5, and (biv) any Subsidiary may merge into or consolidate with any Person in a transaction permitted by Section 6.5(g). As used in this paragraph (i) a Borrowera), provided that such Borrower shall be the continuing or surviving “Acquired Person, or (ii) ” refers to any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person;Person acquired in an acquisition transaction. (cb) Engage to any Subsidiary may Dispose material extent in any business other than businesses of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the type conducted by the Borrower or to another Subsidiary; provided that if and its Subsidiaries on the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower Effective Date and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05businesses reasonably related thereto.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving PersonPerson shall be a wholly-owned Subsidiary Guarantor; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another a wholly-owned Subsidiary; provided that if the transferor in a Subsidiary Guarantor may make such a transaction is a Guarantor, then the transferee must either be Disposal only to the Borrower or a wholly-owned Subsidiary Guarantor; (c) any Subsidiary which is not a Loan Party may dispose of all or substantially all its assets to the Borrower or another Subsidiary; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Subsidiary may be merged merge into or consolidated consolidate with any other Borrower Person or Guarantor so long as permit any other Person to merge into or consolidate with it to the surviving entity is extent the transaction constitutes a Borrower or GuarantorDisposition permitted pursuant to Section 7.05 hereof; and (e) all in connection with any acquisition permitted under Section 7.03, any Subsidiary may merge into or substantially all of consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the assets or all of Person surviving such merger shall be a wholly owned Subsidiary and the Equity Interests of Person surviving any such merger involving a Subsidiary may Guarantor shall be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05a Subsidiary Guarantor; provided, however, that in each case, immediately after giving effect thereto, no Default shall have occurred and be continuing.

Fundamental Changes. MergeThe Company shall not, dissolveand shall not suffer or permit any of its Restricted Subsidiaries to, enter into any merger, consolidation, amalgamation, or sale of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except (a) in connection with (i) a Disposition permitted by Section 7.03 (other than Section 7.03(i)(A)), (ii) an Investment permitted by Section 7.09 (other than Section 7.09(q)(ii)) or (iii) a Restricted Payment permitted by Section 7.08 and (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary Guarantor may merge, consolidate with or amalgamate into another Person, or Dispose of (whether in one transaction or the Company in a series of transactionstransaction in which the Company is the surviving entity, (ii) any Subsidiary Guarantor may merge, consolidate or amalgamate into any Restricted Subsidiary in a transaction in which the surviving entity is a Subsidiary Guarantor, (iii) any two Restricted Subsidiaries that are not Subsidiary Guarantors may merge, consolidate or amalgamate, (iv) any Restricted Subsidiary that is not a Subsidiary Guarantor may liquidate, wind up, dissolve or transfer all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists the assets of such Restricted Subsidiary are distributed or would result therefrom: transferred to the Company or any of its Restricted Subsidiaries, (av) any Borrower Subsidiary Guarantor may merge with any other Borrower liquidate, wind up, dissolve or may Dispose of transfer all or substantially all of its assets so long as the assets of such Subsidiary Guarantor are distributed or transferred to any other Borrower; the Company or another Subsidiary Guarantor and (bvi) the Company or any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as Person in order to effect the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests designation of a Restricted Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 7.056.15.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such (x) the Borrower shall be the continuing or surviving PersonPerson and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary that is a Subsidiary Guarantor is merging with another Subsidiary, the a Subsidiary Guarantor shall be the continuing or surviving Person; (i) any Subsidiary that is not a Subsidiary Guarantor may merge or consolidate with or into any other Subsidiary that is not a Subsidiary Guarantor (provided that (A) the Borrower shall own, directly or indirectly, Equity Interests representing a percentage of the aggregate ordinary voting power and aggregate equity value represented by the issued and outstanding Equity Interests in such surviving Subsidiary that is equal to or greater than the percentage of the aggregate ordinary voting power and the aggregate equity value represented by the issued and outstanding Equity Interests that were owned immediately prior to such merger or consolidation, directly or indirectly, by the Borrower in such other merged or consolidated Subsidiary, and (B) if any Person other than the Borrower or a Subsidiary Guarantor receives any consideration in connection with such transaction, such transaction shall comply with the provisions of Section 7.02) and (ii) any Subsidiary may liquidate or dissolve or change its legal form (provided that (A) such transaction shall not reduce the Borrower’s direct or indirect share of the aggregate ordinary voting power and aggregate equity value in such Subsidiary, (B) if such Subsidiary is a Subsidiary Guarantor it shall continue to be a Subsidiary Guarantor, (C) the Borrower or the Subsidiary shall comply with its obligations under Sections 6.11 and 6.13 in connection with such transaction and (D) such transaction shall have been undertaken for a valid purpose (which includes the reduction of taxes for direct or indirect owners of Equity Interests in the Borrower) and shall not be disadvantageous to the Lenders in any manner); (c) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; , provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a GuarantorSubsidiary Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; (d) any the Acquisition shall be permitted in accordance with the terms of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or GuarantorAcquisition Agreement; and (e) all so long as no Default or substantially all Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the assets or all purpose of the Equity Interests of which is to effect a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05; provided that in the case of clauses (a), (b) and (c) above, (x) the security interest of the Administrative Agent in the property of such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) shall be no less favorable than the security interest of the Administrative Agent in the property of the Borrower or Subsidiary prior to such merger or consolidation (or change in corporate form) and (y) except in the case of clause (a)(i) above, the Guarantee by such Person formed by such merger or consolidation (or such Person resulting from such change in corporate form) of the Obligations shall be no less favorable to the Lenders than the Guarantees of the Obligations of the Subsidiary prior to such merger or consolidation (or change in corporate form), in each case, as reasonably determined by the Administrative Agent.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any Subsidiary of the Operating Partnership (other Borrower or may Dispose of all or substantially all of its assets to any other than the Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Operating Partnership, provided that such Borrower the Operating Partnership shall be the continuing or surviving Person, Person or (ii) any one or more other SubsidiariesSubsidiaries of the Operating Partnership (other than the Borrower), provided that when if any Subsidiary Guarantor is merging with another SubsidiarySubsidiary of the Operating Partnership that is not a Subsidiary Guarantor, the Subsidiary Guarantor party to such merger shall be the continuing or surviving Person; (b) any Subsidiary of the Borrower may merge with the Borrower, provided that the Borrower shall be the continuing or surviving Person; (c) any Subsidiary of the Operating Partnership (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Operating Partnership or to another SubsidiarySubsidiary of the Operating Partnership; provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower Borrower, the Operating Partnership or a Guarantor;Subsidiary Guarantor and (ii) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral; and (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and Dispositions permitted by Section 7.05(d), (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may (f) shall be Disposed of to the extent such Disposition is permitted pursuant to under this Section 7.057.04.

Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;property or business, except that: (ba) any Subsidiary of Holdings (other than BA, CA or Bidco) may merge be merged or consolidated with or into (i) a Borrower, BA or CA (provided that such Borrower BA or CA, as applicable, shall be the continuing or surviving Personentity and no Subsidiary of BA may merge into or be consolidated with CA pursuant to this clause (i)), or (ii) any one or more other Subsidiaries, Wholly Owned Subsidiary Guarantor (provided that when any Guarantor is merging with another Subsidiary, the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving Personentity and no Subsidiary of BA may merge into or be consolidated with a Non-BA Loan Party pursuant to this clause (ii)), (iii) to the extent permitted by and subject to Section 8.8(e), (f), (m) or (n), any other Subsidiary of Holdings that is not a Wholly Owned Subsidiary Guarantor (provided that the aggregate fair market value of the assets of any Subsidiaries of Holdings merging or consolidating with any other Subsidiary of Holdings that is not a Wholly Owned Subsidiary Guarantor pursuant to this clause (iii) shall not exceed $25,000,000 during the term of this Agreement) or (iv) to the extent permitted by and subject to Section 8.8(e), (f), (m) or (n), any Non-BA Loan Party; (ci) any Subsidiary of Holdings (other than a BA Loan Party, CA or Bidco) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to BA, CA or any Wholly Owned Subsidiary Guarantor or, to the Borrower extent permitted by and subject to Section 8.8(e), (f), (m) or to another Subsidiary; provided (n), any other Subsidiary of Holdings that if the transferor in such is not a transaction is a Wholly Owned Subsidiary Guarantor, then and (ii) any BA Loan Party (other than BA) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any BA Loan Party or, to the transferee must either be extent permitted by and subject to Section 8.8(e), (f), (m) or (n), to any Non-BA Loan Party; (c) any Subsidiary of Holdings that is not a Loan Party may Dispose of all or substantially all of its assets (including any Disposition that is in the Borrower nature of a liquidation) to (i) another Subsidiary of Holdings that is not a Loan Party or a Guarantor(ii) to any Loan Party (other than Holdings); (d) any Subsidiary of the Borrowers Holdings (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or GuarantorBidco) may merge with another Person to effect a transaction permitted under Section 8.8; (e) a merger, dissolution, liquidation, consolidation or Disposition of any Subsidiary of Holdings (other than BA, CA or Bidco), the purpose of which is to effect transactions permitted under Section 8.5 (but only if in each case no Event of Default would be caused as a result thereof) shall be permitted; and (ef) all any Subsidiary of Holdings (other than BA, CA or substantially all Bidco) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of the assets or all of the Equity Interests of a Subsidiary may be Disposed of Holdings and its Subsidiaries and is not materially disadvantageous to the extent such Disposition is permitted pursuant to Section 7.05Lenders.

Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as provided that both immediately before and after giving effect thereto, no Event of Default exists shall or would result therefromexist: (ai) any the Borrower may merge or consolidate with any Person, provided that (A) the Borrower shall be the surviving entity thereof, (B) the Borrower shall have satisfied the notice requirements in Section 6.1(e) with respect thereto, and (C) immediately after giving effect thereto, the Loan Parties shall be in compliance on a pro forma basis with all Financial Covenants as of the most recent fiscal quarter end (assuming, for purposes of the Financial Covenants, that all mergers, acquisitions and dispositions consummated since the first day of such fiscal quarter, had occurred on the first day of such fiscal quarter); (ii) the Borrower may merge or consolidate with any Subsidiary Guarantor, provided that the Borrower shall be the surviving entity; (iii) [Reserved]; (A) any Subsidiary may merge or consolidate with or into the Borrower in a transaction in which the Borrower is the surviving Person, (B) any Subsidiary Guarantor may merge or consolidate with or into any Subsidiary in a transaction in which a Subsidiary Guarantor is the surviving Person, and (C) any Excluded Subsidiary may merge or consolidate with or into any other Subsidiary (including another Excluded Subsidiary) in a transaction in which such other Subsidiary is the surviving Person; (v) any Subsidiary may merge or consolidate with any other Person, provided that (A) immediately after giving effect thereto, no Default shall or would exist, and (B) either (1)(a) such Subsidiary is the surviving Person, and (b) such merger or consolidation is not prohibited by Section 7.5, or (2)(a) such other Person is the surviving Person, and (b)(i) such merger or consolidation is not prohibited by Section 7.7, or (ii) such merger or consolidation is not prohibited by Section 7.5 and such other Person shall become a Subsidiary Guarantor in accordance with Section 6.11; (vi) (A) the Borrower may sell, transfer, lease or may Dispose otherwise dispose of all or substantially all of its assets to any other Borrower; Subsidiary Guarantor, (bB) any Subsidiary Guarantor may merge with (i) a Borrowersell, provided that such Borrower shall be the continuing transfer, lease or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose otherwise dispose of all or substantially all of its assets to the Borrower or to any other Subsidiary Guarantor (upon voluntary liquidation or dissolution or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor), then the transferee must either be the Borrower or a Guarantor; and (dC) any Excluded Subsidiary may sell, transfer, lease or otherwise dispose of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of its assets to the Borrower or any Subsidiary (upon voluntary liquidation or dissolution or otherwise); (vii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets in a transaction that is not otherwise permitted by this Section 7.3(a), provided that such sale, transfer, lease or other disposition is permitted by Section 7.7; and (viii) any Subsidiary may liquidate, wind up or dissolve so long as (A) the assets of any such Subsidiary that is a Subsidiary Guarantor are transferred to the Borrower or all another Subsidiary Guarantor, or (B) the assets of any such Subsidiary that is an Excluded Subsidiary are transferred to the Borrower or a Subsidiary. (b) The Borrower will not, and will not permit any Subsidiary thereof to, engage in any business other than businesses of the type conducted by the Borrower and the Subsidiaries on the Closing Date, the ownership of the Equity Interests of any Liberty Subsidiary or the Contributed Ventures Assets, and businesses which are now, or which in the future shall have become, reasonably related thereto or a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05reasonable extension thereof.

Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Person, dissolve itself (or Dispose of (whether in one transaction suffer any liquidation or in a series of transactionsdissolution) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;property or business, except that: (ba) (i) any Subsidiary of the Parent may merge be merged or consolidated with or into the Parent (iprovided that the Parent shall be the continuing or surviving corporation) or with or into any Guarantor (provided that (x) if any such transaction is between a Guarantor and a Subsidiary that is not a Guarantor, a Guarantor shall be the continuing or surviving entity and (y) if any such transaction is between a Borrower and any Subsidiary that is not a Borrower, provided that such a Borrower shall be the continuing or surviving Person, or entity) and (ii) any one Subsidiary that is not a Guarantor may be merged with or more into any other SubsidiariesSubsidiary (provided that, provided that when if any Guarantor such transaction is merging with another between a Domestic Subsidiary and a Foreign Subsidiary, the Guarantor such Domestic Subsidiary shall be the continuing or surviving Person;entity except to the extent permitted under Section 7.8); (cb) (i) any Subsidiary of the Parent may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Parent or to another Subsidiary; provided that if the transferor in such a transaction is a any Guarantor, then the transferee must either be the Borrower or a Guarantor; (dii) any Subsidiary that is not a Guarantor may Dispose of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of its assets upon voluntary liquidation or otherwise to any other Subsidiary and (iii) any Subsidiary of the assets Parent may Dispose of all or substantially all of the Equity Interests of its assets pursuant to a Subsidiary may be Disposed of to the extent such Disposition is permitted by Section 7.5 (other than pursuant to Section 7.057.5(c)(i)); provided that, for the avoidance of doubt, any Subsidiary of the Parent that only holds Capital Stock of other Subsidiaries of the Parent (a “Subsidiary Holding Company”) may consummate any sale of all or substantially all of its assets that would be permitted under this Section 7.4(b) with respect each such Subsidiary or Subsidiaries held by such Subsidiary Holding Company; (c) any Subsidiary (other than a Borrower) may be liquidated as long as the proceeds of such liquidation (after satisfying all Contractual Obligations of such Subsidiary) are distributed to the holders of the Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary); and (d) Parent and its Subsidiaries may consummate the Transactions.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefromprior to and/or after giving effect thereto: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (ix) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (iiy) any one or more other Restricted Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person, and provided further that, in the case of both clause (x) and (y), any Subsidiary which is an Unrestricted Subsidiary at the time of the applicable merger (1) must meet the criteria set forth in the definition of “Restricted Subsidiary” for conversion to a Restricted Subsidiary immediately prior to the occurrence of the applicable merger and (2) shall be treated in all respects as a Restricted Subsidiary during all periods of determination for purposes of calculating Consolidated Operating Cash Flow; (cb) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (c) Dispositions in accordance with the terms of Section 7.05; and (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Permitted Acquisition permitted by Section 7.07 may be merged into structured as a merger, consolidation or consolidated with any other Borrower or Guarantor amalgamation, so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of a Loan Party is the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05surviving Person.

Fundamental Changes. MergeThe Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) any Borrower Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person may merge with or into a Subsidiary (other than an Obligor), (iii) any other Borrower Obligor or any Subsidiary may Dispose of all sell, lease, transfer or substantially all otherwise dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, (iv) any Subsidiary (other Borrowerthan an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (iv) an Obligor or any Subsidiary may sell, transfer or otherwise dispose of Equity Interests of a Subsidiary (other than an Obligor); (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with (i) a Borrower, any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such Borrower merger shall be a Wholly-Owned Subsidiary of the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging Company and shall comply with another Subsidiary, the Guarantor shall be the continuing or surviving Personrequirements of Section 9.13; (c) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another SubsidiarySubsidiary of the Company; provided that if the transferor in such a transaction is a Guarantoran Unencumbered Property Subsidiary, then the transferee must either be the Borrower or a Guarantor;an Unencumbered Property Subsidiary; and (d) Dispositions permitted by Section 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (i) merge, dissolve or liquidate or consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change of Control results therefrom or (ii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a State of the Borrowers (other than United States of America or the Principal Borrower and Highwoods Realty Limited Partnership) District of Columbia. No such conveyance, transfer or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or lease of substantially all of the assets or all of the Equity Interests Company shall have the effect of a Subsidiary may be Disposed of to releasing the extent Company or any successor corporation or limited liability company that shall theretofore have become such Disposition is permitted pursuant to in the manner prescribed in this Section 7.0510.4 from its liability under this Agreement or the Notes.

Fundamental Changes. Merge, dissolve, divide, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the a Subsidiary Guarantor shall be the continuing or surviving Person or (iii) any Person in order to effect any Investment permitted pursuant to Section 7.02, provided that a Subsidiary shall be the continuing or surviving Person (and if a Subsidiary Guarantor is party to such transaction, a Subsidiary Guarantor shall be the surviving Person); (b) the Borrower may merge or consolidate with another corporation or entity which merger or consolidation merely effects the form or domicile of the Borrower without changing the respective holdings of Equity Interests in the Borrower (or in the surviving entity) by stockholders and pursuant to which all obligations of the Borrower in respect of this Agreement are and remain obligations of the surviving entity; provided that the surviving entity shall be organized under the laws of a political subdivision of the United States; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor;; and (d) any of Subsidiary may divide; provided that if the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity dividor in such a transaction is a Borrower or Subsidiary Guarantor; and (e) all or substantially all of , then the assets or all of the Equity Interests of a newly formed entities must be Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Guarantors.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets of any Loan Party or any Subsidiary (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that that, after the Springing Guaranty Date, when any Guarantor is merging with another SubsidiarySubsidiary that is not a Guarantor, the Guarantor shall be the continuing or surviving PersonPerson or the continuing or surviving Person shall promptly thereafter become a Guarantor; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that that, after the Springing Guaranty Date, if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor or the transferee shall promptly thereafter become a Guarantor; (c) in connection with any acquisition permitted under Section 8.02, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or GuarantorDisposition permitted by Section 8.05; and (e) all or substantially all of the assets or all of the Equity Interests of any Subsidiary that is not a Material Subsidiary may be Disposed dissolve or liquidate; provided, however, that in each case, immediately after giving effect thereto, in the case of any such merger to which the extent such Disposition Borrower is permitted pursuant to Section 7.05a party, the Borrower is the surviving corporation.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, ; provided that such the Borrower shall be the continuing or surviving Person and (ii) any Subsidiary; provided that (A) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person, (B) when any Restricted Subsidiary is merging with another Subsidiary, either (I) a Restricted Subsidiary shall be the continuing or surviving Person or (iiII) any one an Unrestricted Subsidiary shall be the continuing or more surviving person (if such Person shall be permitted to be designated as an Unrestricted Subsidiary hereunder (other Subsidiariesthan pursuant to Section 7.02(g))), provided that (C) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall either (I) be a Guarantor or (II) a Loan Party, and (D) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(d)); (b) (i) any Subsidiary may merge, amalgamate, liquidate, dissolve or change its form if the Borrower determines in good faith that such merger, amalgamation, liquidation, dissolution or change in form (x) is in the best interests of the Borrower and (y) is not materially disadvantageous to the Lenders; provided that in the case of a merger, amalgamation, dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 7.02 and (ii) any Subsidiary may merge, dissolve, liquidate or consolidate, so long as the purpose thereof is to effect a Disposition permitted pursuant to Section 7.05; (c) the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 7.02; provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person;; and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor or a Loan Party; and (cd) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Borrower or to another a Guarantor; or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (A) if the transferor in such a transaction is a Guarantorwholly-owned Subsidiary, then the transferee must either be the Borrower or one or more wholly-owned Subsidiaries, (B) if the transferor in such a Guarantor; transaction is a wholly-owned Restricted Subsidiary, then the transferee must either be the Borrower or one or more wholly-owned Restricted Subsidiaries and (dC) to the extent that the transferee is not the Borrower or one or more wholly-owned Restricted Subsidiaries (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 7.05 and shall be permitted under this Section 7.04 so long as it is permitted by any clause of the Borrowers Section 7.05 (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.057.05(d)).

Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;Property or business, except that: (ba) any Subsidiary may merge with (i) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into a Borrower, Borrower (provided that such Borrower shall be the continuing or surviving Person, corporation) or (ii) any one Restricted Subsidiary may be merged, amalgamated, liquidated or more other Subsidiaries, consolidated with or into any Subsidiary Guarantor (provided that when any Guarantor is merging with another Subsidiary, the (x) a Subsidiary Guarantor shall be the continuing or surviving Personcorporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrowers shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary; (c) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Dispositions permitted by Section 7.5 may be merged into consummated; (e) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or consolidated with amalgamation; (f) any other Borrower Excluded Subsidiary may be dissolved or Guarantor so long as the surviving entity is a Borrower or Guarantorliquidated; and (eg) all So long as no Default or substantially all Event of the assets Default is continuing or all of the Equity Interests of a Subsidiary would result therefrom, Intermediate Holdings may be Disposed of to merged with and into Xxxxx, with Xxxxx being the extent surviving entity in such Disposition is permitted pursuant to Section 7.05merger.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower Company or a Subsidiary Guarantor; provided further that if the transferor of such property is TP Luxembourg then the transferee must be the Company or a Subsidiary Guarantor; (c) the Company, Xxxxxx Xxxxx and Towers Xxxxxx, whether through one or more merger Subsidiaries, may consummate the Merger in accordance in all material respects with the Merger Agreement and may otherwise consummate the Transaction; (d) any of the Borrowers Subsidiary (other than a Subsidiary Guarantor or a Designated Borrower) may liquidate or dissolve if the Principal Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as is not materially disadvantageous to the surviving entity is a Borrower or GuarantorLenders; and (e) all or substantially all the Company and its Subsidiaries may Dispose of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is as permitted pursuant to Section 7.05by Sections 7.05(d), 7.05(g), 7.05(h), 7.05(i) and 7.05(j).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower Company or a Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the Borrowers (other than requirements of Section 7.05(h) and in the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is case of a Borrower or GuarantorDisposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the assets terms of this Agreement (i) may be dissolved or all have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, shall promptly at the request of the Equity Interests of Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, at any time such Subsidiary thereafter qualifies as a Restricted Subsidiary may or the Company requests such Subsidiary be Disposed of designated as a New Vehicle Borrower or Used Vehicle Borrower, the Company shall cause to be delivered to the extent Administrative Agent all documents required to be delivered by Section 6.14 and Section 6.15, as applicable, with respect to such Disposition is permitted pursuant to Section 7.05Subsidiary in the timeframes set forth therein.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any First Lien Guarantor or wholly-owned Subsidiary is merging with another SubsidiarySubsidiary (which is not a First Lien Guarantor), the such First Lien Guarantor or wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that is not a First Lien Guarantor may dissolve or liquidate; provided that the board of directors or senior management of the Borrower has determined in good faith that the dissolution or liquidation will not be detrimental to the business of the Borrower and its Subsidiaries, taken as a whole; (c) the dissolution, liquidation or winding up of any Transitional Subsidiary; provided that any assets of such Transitional Subsidiary shall be transferred to the Borrower or any Subsidiary in connection therewith; (d) Investments permitted under Section 7.02; (e) Dispositions permitted under Section 7.05; (f) the Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition; and (g) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a First Lien Guarantor, then the transferee must either be the Borrower or a another First Lien Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05.

Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate wind up or dissolve itself (or suffer any liquidation or dissolution), nor permit the Group Members, taken as a whole, or the Borrower, individually, to Dispose of, all or substantially all of their or its respective Property or business, except that: (a) any Subsidiary of the Borrower that is a Subsidiary Guarantor may be merged or consolidated with or into another Personinto, or Dispose of (whether in one transaction or in a series of transactions) sell all or substantially all of its assets to, the Borrower (whether now owned provided that the Borrower shall be the continuing or hereafter acquiredsurviving entity) or with or into any Subsidiary of the Borrower that is a Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity) or, subject to Section 7.7, with or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with into any other Borrower or may Dispose Subsidiary of all or substantially all of its assets to any other the Borrower; (b) any Subsidiary of the Borrower may merge be consolidated with or into, or sell all or substantially all of its assets to, the Borrower (i) a Borrower, provided that such the Borrower shall be the continuing or surviving Personentity) or with or into, or sell all or substantially all of its assets to, any Subsidiary Guarantor (iiother than the Borrower or any of its Subsidiaries) any one or more other Subsidiaries, (provided that when any Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Personentity) or, subject to Section 7.7, any Subsidiary (other than the Borrower or any Subsidiary Guarantor); (c) any Person may merge into the Borrower in connection with an Investment permitted by Section 7.7; provided that the Borrower is the surviving entity; (d) any Person may merge into any Subsidiary in connection with an Investment permitted by Section 7.7; provided that such Subsidiary is the surviving entity; (e) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantorpermitted by Section 7.5; and (ef) all or substantially all of the assets or all of the Equity Interests of a any Immaterial Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05dissolve, liquidate or wind up its affairs at any time.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any Subsidiary (other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (bthan the Receivables Subsidiary) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor wholly-owned Subsidiary is merging with another Subsidiary, the Guarantor a wholly-owned Subsidiary shall be the continuing or surviving Person; Person and (ciii) any Subsidiary may merge in connection with a transaction permitted under Section 6.02(f); and (b) any Subsidiary (other than the Receivables Subsidiary) may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation liquidation, dissolution or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantorwholly-owned Subsidiary, then the transferee must either be the Borrower Company or a Guarantor; (d) any wholly-owned Subsidiary; provided further that Dispositions of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnershipassets to a Foreign Subsidiary must be permitted under Section 6.02(g)(iii), Section 6.02(j) or Guarantors Section 6.05(i); For the avoidance of doubt, the Receivables Subsidiary may be merged into not merge with, or consolidated with Dispose of any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of its assets to, any other Person, other than (i) Dispositions permitted under Section 6.05(g) or (ii) in connection with the Equity Interests termination of a Subsidiary may be Disposed any receivables facility when no Event of to the extent such Disposition Default has occurred and is permitted pursuant to Section 7.05continuing.

Fundamental Changes. Merge, dissolvewind up, liquidate, dissolve or liquidate into or consolidate with (or any local law equivalent thereof) any Person or permit any Person to merge, liquidate into another it, or consummate a Division as the Dividing Person, or Dispose permit any Restricted Subsidiary of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) the Borrower to or in favor of any Persondo so, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Domestic Subsidiary that is a Restricted Subsidiary may merge merge, wind up, dissolve or liquidate into or consolidate with (i) a the Borrower, ; provided that such the Borrower shall be the continuing or surviving Person, Person of such transaction or (ii) any one or more other Domestic Subsidiaries that are Restricted Subsidiaries; provided that, provided that when any Guarantor is merging with another Subsidiaryif the merger, the Guarantor shall be wind up, dissolution, liquidation or consolidation involves a Guarantor, the continuing or surviving PersonPerson of such transaction shall either be such Guarantor or become a Guarantor pursuant to the terms of Section 5.10; (b) any Foreign Subsidiary may merge, wind up, dissolve or liquidate into or consolidate with (i) any one or more other Foreign Subsidiaries or (ii) with any Domestic Subsidiary that is a Restricted Subsidiary (provided that such Domestic Subsidiary is the continuing or surviving Person of such transaction); (c) any Restricted Subsidiary that is not a Loan Party may Dispose of all merge, wind up, dissolve or substantially all of its assets (upon voluntary liquidation liquidate into or otherwise) to the Borrower or to another Subsidiary; provided consolidate with any other Restricted Subsidiary that if the transferor in such is not a transaction is a Guarantor, then the transferee must either be the Borrower or a GuarantorLoan Party; (d) any of the Borrowers Restricted Subsidiary may merge, wind up, dissolve or liquidate into or consolidate with another Person to effectuate an Investment permitted under Section 6.06 (including any merger, windup, dissolution, liquidation or consolidation to effectuate a Permitted Acquisition) or any Disposition permitted under Section 6.05 (other than the Principal Borrower and Highwoods Realty Limited Partnershipclause (b) or Guarantors thereof); (e) any Restricted Subsidiary that is an LLC may be merged into or consolidated with any other Borrower or Guarantor so long consummate a Division as the surviving entity is Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Loan Parties at such time, or, with respect to assets not so held by one or more Loan Parties, such Division, in the aggregate, would otherwise result in a Borrower or GuarantorDisposition permitted by Section 6.05 (other than clause (b) thereof); and (ef) all or substantially all of the assets or all of Borrower and its Restricted Subsidiaries may effectuate the Equity Interests of a Subsidiary may be Disposed of Spin-Off Transactions on the Closing Date to the extent such Disposition is permitted pursuant (i) described in the Registration Statement or (ii) otherwise disclosed in writing by the Borrower to Section 7.05the Administrative Agent and the Lenders prior to the Closing Date and (x) filed by the Borrower with the SEC and/or (y) obtained by the Company or the Borrower from the IRS.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person;; and (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary Guarantor, then the transferee must either be the Borrower or a wholly-owned Subsidiary Guarantor. (c) any Excluded Subsidiary, at the Borrower's option, may be wound up and dissolved; (d) any of the Borrowers (Foreign Subsidiary other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Cross UK may be merged merged, consolidated or amalgamated into or consolidated with any other Borrower Foreign Subsidiary other than Cross UK or Guarantor so long as the surviving entity is a Borrower or Guarantoran Excluded Subsidiary; and (e) all any Excluded Subsidiary may (i) be merged with or substantially all into any other Subsidiary of the Borrower provided that the Excluded Subsidiary is not the surviving entity or (ii) make a Disposition of its assets or all to any other Subsidiary of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted Borrower pursuant to Section 7.05.a transaction of liquidation or dissolution. 4310184v5

Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets Property or business (including, in each case, pursuant to any other Borrower;a Division), except that: (b) any Subsidiary may merge with (i) a Borrowerany Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into the Borrower (provided that such the Borrower shall be the continuing or surviving Person, corporation) or (ii) any one Restricted Subsidiary may be merged, amalgamated, liquidated or more other Subsidiaries, consolidated with or into any Subsidiary Guarantor (provided that when any Guarantor is merging with another Subsidiary, the (x) a Subsidiary Guarantor shall be the continuing or surviving Personcorporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith); (cii) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary; (iii) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (div) Dispositions permitted by Section 7.05 may be consummated; (v) any Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or amalgamation; (vi) any Excluded Subsidiary may be dissolved or liquidated; (vii) So long as no Default or Event of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) Default is continuing or Guarantors would result therefrom, Holdings may be merged with and into or consolidated Parent, with any other Borrower or Guarantor so long as Parent being the surviving entity is a Borrower or Guarantorin such merger; and (eviii) all or substantially all the Loan Parties may effect the Xxxxxx Intellectual Property Sale, the Xxxxxx Liquidation, the Xxxxxx Intellectual Property Sale and the ABG IP Sale (in the case of the assets or ABG IP Sale, subject in all respects to the terms and conditions of the Equity Interests Third Amendment) and any assignment for the benefit of creditors in any jurisdiction relating to Xxxxxxx Xxxxxx, Inc., Xxxxxxx Xxxxxx Retail Stores, LLC and Xxxxxxx Xxxxxx Design Limited (provided that the Loan Parties may not assume or otherwise incur any liabilities in connection with any such assignment for the benefit of creditors (other than any liabilities arising as a Subsidiary may be Disposed matter of to the extent such Disposition is permitted pursuant to Section 7.05law)).

Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower Subsidiary (other than the Borrower) may merge with any other Borrower merge, consolidate or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge amalgamate with (i) a Borrowerone of the Loan Parties, provided that such Borrower Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging merging, consolidating or amalgamating with another Subsidiary, the Guarantor shall be the continuing or surviving Person; ; (b) the Borrower may merge, consolidate or amalgamate with one of the Loan Parties or a Subsidiary, provided (i) the Borrower shall be the continuing or surviving Person or (ii) a Domestic Subsidiary shall be the continuing or surviving Person and shall become the Borrower, subject to the consent of the Administrative Agent and each Lender required by Section 10.06(a); (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Limited or to another any Subsidiary; provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; Guarantor and (ii) if the transferor in such a transaction is the Borrower, then the transferee must be a Domestic Subsidiary that becomes the Borrower, subject to the consent of the Administrative Agent and each Lender required by Section 10.06(a); and (d) Limited or any of the Borrowers Subsidiary may make any Acquisition or Disposition permitted by Section 7.02 or 7.05 (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.057.05(f)).

Fundamental Changes. Merge(a) The Company will not, dissolveand will not permit any Restricted Subsidiary to, liquidate, merge into or consolidate with or amalgamate into another any other Person, or Dispose permit any other Person to merge into or consolidate or amalgamate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personsuch Restricted Subsidiary (in each case, except thatwhether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Company or any such Restricted Subsidiary may merge or amalgamate with a Person if the Company (or such Restricted Subsidiary if the Company is not a party to such merger) is the surviving Person (provided that in the case of an Acquisition permitted by Section 6.04 by a Subsidiary Guarantor, the acquired company may be the surviving Person so long as no Default exists or would result therefrom: such acquired company becomes a Subsidiary Guarantor as required by Section 5.10(a)), (aii) any Borrower such Restricted Subsidiary may merge with or amalgamate into another Restricted Subsidiary; provided, that (A) if any other party to such merger or amalgamation is a Canadian Borrower or a Subsidiary Guarantor, such Canadian Borrower or such Subsidiary Guarantor (as applicable) shall be the surviving Person (and if the non-surviving Restricted Subsidiary was also a Subsidiary Guarantor, the Administrative Agent, upon such event and at the request and expense of the Company and/or the applicable Canadian Borrower or the surviving Subsidiary Guarantor, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Guarantor from its obligations under the Subsidiary Guaranty) or (B) if any party to such merger or amalgamation is not a Subsidiary Guarantor, the surviving Person shall execute and deliver to the Administrative Agent an agreement guaranteeing payment of the Obligations in form and substance satisfactory to the Administrative Agent and the Required Lenders to the extent required under Section 5.10(a), (iii) any such Restricted Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Company, a Canadian Borrower or to a Subsidiary Guarantor, and (iv) any such Restricted Subsidiary (other Borrower;than a Canadian Borrower or a Subsidiary Guarantor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided, that any such merger or amalgamation involving a Person that is not a Wholly-Owned Subsidiary that is a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any Subsidiary may merge with (i) a Borrowerof the Restricted Subsidiaries to, provided that such Borrower shall be engage to any material extent in any business other than businesses of the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, type conducted by the Guarantor shall be Company and the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Restricted Subsidiaries on the Borrower or to another Subsidiarydate hereof and businesses reasonably related thereto; provided that if the transferor nothing in such a transaction is a Guarantorthis clause (b) shall prohibit any merger, then the transferee must either be the Borrower consolidation, liquidation or a Guarantor; (d) dissolution otherwise permitted under this Section 6.03 or any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is Acquisition permitted pursuant to under Section 7.056.04.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower Company or a Guarantor; (dc) any Subsidiary may Dispose of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the assets requirements of Section 7.05(i); and (d) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the Equity Interests terms of a Subsidiary this Agreement (i) may be Disposed dissolved or have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, shall promptly at the request of the Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, at any time such Subsidiary thereafter qualifies as an Restricted Subsidiary, the Company shall cause to be delivered to the extent Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Disposition is permitted pursuant to Section 7.05Subsidiary in the timeframes set forth therein.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any Subsidiary (other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (bthan the Receivables Subsidiary) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor wholly-owned Subsidiary is merging with another Subsidiary, the Guarantor a wholly-owned Subsidiary shall be the continuing or surviving Person; Person and (ciii) any Subsidiary may merge in connection with a transaction permitted under Section 7.02(f); and (b) any Subsidiary (other than the Receivables Subsidiary) may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantorwholly-owned Subsidiary, then the transferee must either be the Borrower Company or a Guarantor; (d) any wholly-owned Subsidiary; provided further that Dispositions of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnershipassets to a Foreign Subsidiary must be permitted under Section 7.02(g)(iii), Section 7.02(j) or Guarantors Section 7.05(i); For the avoidance of doubt, the Receivables Subsidiary may be merged into not merge with, or consolidated with Dispose of any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of its assets to, any other Person, other than (i) Dispositions permitted under Section 7.05(g) or (ii) in connection with the Equity Interests termination of a Subsidiary may be Disposed any receivables facility when no Event of to the extent such Disposition Default has occurred and is permitted pursuant to Section 7.05continuing.

Fundamental Changes. MergeSubject to Section 6.05(a)(ii), merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that except as set forth in clause (c) below, when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving PersonPerson shall be a Guarantor or shall become a Guarantor within the timeframe set forth in Section 6.13; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another Subsidiary; provided that except as set forth in clause (c) below, if the transferor in such a transaction is a Guarantor, then the transferee must either be the a Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (ec) subject to Section 6.13, any Subsidiary may merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions, including pursuant to an insolvency or other proceeding intended to adjudicate or preserve the rights of creditors) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, in each case so long as both before and immediately after giving pro forma effect to such transaction or series of transactions (i) no Default shall then exist and (ii) the assets or all Loan Parties shall be in compliance with Section 7.11 as of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.056.01 hereof.

Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;Property or business, except that: (ba) any Subsidiary may merge with (i) a Borrowerany Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into the Borrower (provided that such the Borrower shall be the continuing or surviving Person, corporation) or (ii) any one Restricted Subsidiary may be merged, amalgamated, liquidated or more other Subsidiaries, consolidated with or into any Subsidiary Guarantor (provided that when any Guarantor is merging with another Subsidiary, the (x) a Subsidiary Guarantor shall be the continuing or surviving Personcorporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary; (c) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Dispositions permitted by Section 7.05 may be merged into consummated; (e) any Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or consolidated with amalgamation; (f) any other Borrower Excluded Subsidiary may be dissolved or Guarantor so long as the surviving entity is a Borrower or Guarantorliquidated; and (eg) all So long as no Default or substantially all Event of the assets Default is continuing or all of the Equity Interests of a Subsidiary would result therefrom, Holdings may be Disposed of to merged with and into Xxxxx, with Xxxxx being the extent surviving entity in such Disposition is permitted pursuant to Section 7.05merger.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person;; and (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary Guarantor, then the transferee must either be the Borrower or a wholly-owned Subsidiary Guarantor. (c) any Excluded Subsidiary, at the Borrower's option, may be wound up and dissolved; (d) any of the Borrowers (Foreign Subsidiary other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Cross UK may be merged merged, consolidated or amalgamated into or consolidated with any other Borrower Foreign Subsidiary other than Cross UK or Guarantor so long as the surviving entity is a Borrower or Guarantoran Excluded Subsidiary; and (e) all any Excluded Subsidiary may (i) be merged with or substantially all into any other Subsidiary of the Borrower provided that the Excluded Subsidiary is not the surviving entity or (ii) make a Disposition of its assets or all to any other Subsidiary of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted Borrower pursuant to Section 7.05a transaction of liquidation or dissolution.

Fundamental Changes. MergeWith respect to any Loan Party, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary Guarantor may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more of the other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving PersonSubsidiary Guarantors; (cb) any Subsidiary Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another SubsidiarySubsidiary Guarantor; (c) any Subsidiary Guarantor may merge with any third party; provided that if (i) such merger is part of one or more transactions constituting an Investment permitted in accordance with the transferor in terms and conditions of this Agreement and (ii) immediately following such merger, the surviving entity remains or becomes, as applicable, a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Guarantor;; and (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Subsidiary Guarantor may be merged into or consolidated merge with any other Borrower or Guarantor so long as Person if (i) such merger is for the surviving entity is sole purpose of causing a Borrower or change in the jurisdiction of organization of such Subsidiary Guarantor; and , (eii) all or substantially all the percentage share of the assets or all Borrower’s and CCPT III’s ownership of the Equity Interests of such Subsidiary Guarantor, in the aggregate, is not changed, (iii) the Person merged with the applicable Subsidiary Guarantor does not have any material liabilities, obligations or other Indebtedness or any material Contractual Obligations of any type and (iv) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Guarantor.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person and (ii) any Subsidiary, provided that (A) when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, or (iiB) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Guarantor and (C) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(g)(A)); (c) the Borrower or any Guarantor may effect any Permitted Acquisition or any other Investment permitted by Section 7.02(k) or (o); provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person;Person and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor; and (cd) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Borrower or to another a Guarantor, or (ii) if the transferor is not a Guarantor, to any other Subsidiary; provided in each case that if the transferor in such a transaction is a Guarantorwholly-owned Subsidiary, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05wholly-owned Subsidiary.

Fundamental Changes. Merge, dissolve, divide, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person or (iii) any Person in order to effect any Investment permitted pursuant to Section 7.02, provided that a Subsidiary shall be the continuing or surviving Person (and if a Subsidiary Guarantor is party to such transaction, a Subsidiary Guarantor shall be the surviving Person); (b) the Borrower may merge or consolidate with another corporation or entity which merger or consolidation merely effects the form or domicile of the Borrower without changing the respective holdings of Equity Interests in the Borrower (or in the surviving entity) by stockholders and pursuant to which all obligations of the Borrower in respect of this Agreement are and remain obligations of the surviving entity; provided that the surviving entity shall be organized under the laws of a political subdivision of the United States; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor;; and (d) any of Subsidiary may divide; provided that if the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity dividor in such a transaction is a Borrower or Subsidiary Guarantor; and (e) all or substantially all of , then the assets or all of the Equity Interests of a newly formed entities must be Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Guarantors.

Fundamental Changes. MergeOther than (i) a merger of the Borrower or a Domestic Subsidiary to effectuate a reincorporation or statutory conversion in another state of the United States or (ii) a statutory conversion in any state of the United States, in either case upon at least 30 days’ prior written notice to the Administrative Agent, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Restricted Subsidiary may merge with or dissolve into (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with or dissolving into another Subsidiary, the Guarantor shall be the continuing or surviving Person; (cb) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary, and may thereafter liquidate or dissolve if applicable; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (dc) the Borrower or any of its Restricted Subsidiaries may merge with another Person to effectuate an Acquisition permitted by Section 7.02(h); provided that the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the applicable Restricted Subsidiary is the acquiring or surviving entity (or, with respect to any merger by a Restricted Subsidiary of the Borrower, the surviving entity becomes a Restricted Subsidiary in the transaction); and provided further that if such merging Subsidiary is a Guarantor, the surviving entity becomes a Guarantor and complies with the requirements for new Guarantors under Section 6.13; (d) the Borrower or Guarantorany Restricted Subsidiary may Dispose of all of the Equity Interests of any Subsidiary in accordance with Section 7.05(j); and (e) the Borrower and its Restricted Subsidiaries may Dispose of any and all or substantially all of the properties and assets or all of the Equity Interests of a Subsidiary may permitted to be Disposed of to the extent such Disposition is permitted pursuant to Section 7.057.05(l).

Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned Property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may merge be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Borrower or Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any other BorrowerSubsidiary Guarantor; (bd) any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Non-Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Borrower or to another Subsidiary; provided any other Non-Guarantor Subsidiary that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a GuarantorRestricted Subsidiary; (de) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Investment expressly permitted by Section 7.7 may be merged into structured as a merger, consolidation or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantoramalgamation; (g) [Reserved]; and (eh) all any Restricted Subsidiary may liquidate or substantially all dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the assets or all of Borrower and is not materially disadvantageous to the Equity Interests of a Subsidiary may be Disposed of Lenders and (ii) to the extent such Disposition Restricted Subsidiary is permitted pursuant a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 (excluding Section 7.5(e)) or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to Section 7.05such liquidation or dissolution.

Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Restricted Subsidiary may merge or amalgamate with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that (A) when any Guarantor Loan Party is merging or amalgamating with another Restricted Subsidiary, the Guarantor either (x) such Loan Party shall be the continuing or surviving PersonPerson or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01 and (B) when any wholly-owned Restricted Subsidiary is merged or amalgamated with any non-wholly owned Restricted Subsidiary, either (x) the wholly-owned Restricted Subsidiary shall be the continuing or surviving Person or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01; (cb) any Subsidiary Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Loan Party; (c) any Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to the Company or any other Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Company and any of its Restricted Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the Borrowers case of any such merger to which the Company is a party, the Company is the surviving Person, (ii) in the case of any such merger to which any Loan Party (other than the Principal Borrower Company) is a party, such Loan Party is the surviving Person or the surviving Person becomes a Loan Party in accordance with the Collateral and Highwoods Realty Limited PartnershipGuarantee Requirement and Section 6.12 and (iii) in the case of any wholly-owned Restricted Subsidiary merging with a Person that is not a wholly-owned Restricted Subsidiary prior to such merger, the surviving Person shall be (or Guarantors become as a result thereof) a wholly-owned Restricted Subsidiary, except in the case of (ii) and (iii) above, a merger utilized to consummate a Disposition permitted by Section 7.05 (other than Section 7.05(e)); (e) the Company or any Restricted Subsidiary may be merged into merge or consolidated consolidate with any other Borrower Person solely to effect a change in the state or Guarantor so long as form of organization of the surviving entity is a Borrower Company or Guarantorsuch Restricted Subsidiary; and (ef) all or substantially all the Company and its Restricted Subsidiaries may consummate any Disposition (including by way of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is merger) permitted pursuant to by Section 7.057.05 (other than Section 7.05(e)(i)), Investments permitted by Section 7.03, Liens permitted by Section 7.01, and Restricted Payments permitted by Section 7.06.

Fundamental Changes. Merge, dissolve, liquidate, wind-up, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson or, with respect to a Co-Borrower, change its structure as a corporation, except that, so long as no Default or Event of Default exists or would result therefrom:, (a) any Borrower Holdings and its Subsidiaries may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrowerconsummate Permitted Acquisitions; (b) any Subsidiary may merge with (i) a Co-Borrower, provided that such Co-Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Co-Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the a Co-Borrower or a Guarantor; (d) any Subsidiary that is not a Loan Party may merge or consolidate with or into, or sell, transfer, lease or otherwise dispose of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) in one transaction or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is in a Borrower or Guarantor; and (eseries of transactions) all or substantially all of the its assets or all or substantially all of the Equity Interests Capital Stock of any of its Subsidiaries to, any Subsidiary that is not a Loan Party so long as such transaction could not reasonably be expected to have a Material Adverse Effect; (e) any Subsidiary of any Co-Borrower may be Disposed merge or consolidate with or into, 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 Capital Stock of any of its Subsidiaries to, any Person so long as such transaction is otherwise permitted under Section 7.13, and if such Subsidiary was a Loan Party immediately prior to effecting any such transaction, the surviving entity is a Loan Party; and (f) any Subsidiary (other than a Co-Borrower) may liquidate or dissolve if (i) Co-Borrowers determine in good faith that such action is in the interest of the Co-Borrowers and its Subsidiaries, (ii) such transaction is not disadvantageous in any material respect to the extent rights or interest of the Administrative Agent or the Lenders and (iii) the assets of such Disposition is permitted pursuant Subsidiary are transferred to Section 7.05a Loan Party.

Fundamental Changes. (a) Merge, dissolve, liquidate, combine or consolidate with or into another any Person, or Dispose of (liquidate, wind up its affairs or dissolve itself, in each case whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefromexcept: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (bi) any Subsidiary may merge (x) with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (iiy) with any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary or Guarantor is merging with another Subsidiary, the wholly-owned Subsidiary or Guarantor shall be the continuing or surviving Person, or (z) with any other Person in connection with any Permitted Acquisition, provided that the continuing or surviving Person shall be a wholly-owned Subsidiary and, if such Subsidiary was a Guarantor or Borrower, also a Guarantor or Borrower; (cii) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the a Borrower or to another Subsidiary; provided that if the transferor seller in such a transaction is a wholly-owned Subsidiary or a Guarantor, then the transferee purchaser must either also be the Borrower a wholly-owned Subsidiary or a Guarantor;, respectively; or (diii) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated in connection with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; andPermitted Asset Disposition (eb) all Except following thirty (30) days prior written notice to Agent, change its name or substantially all conduct business under any fictitious name; change its tax or other organizational identification number; or change its form or state of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05organization.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: (a) any Borrower Restricted Subsidiary may merge with any other Borrower or other Restricted Subsidiary provided that (a) if any Restricted Subsidiary party to such merger is a Borrower, a Borrower shall be the surviving Person and (b) if no party to such merger is a Borrower, but a party to such merger is a Guarantor, a Guarantor shall be the surviving Person; (i) any Borrower may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a another Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one Borrower may Dispose of directly-owned Equity Interests to a Guarantor (even if such a Disposition - 105 - NAI-1535672020v11535672020v8 would constitute the Disposition of all or more other Subsidiaries, provided that when substantially all of its assets) and (iii) any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (cother than a Borrower) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another Subsidiary; provided Guarantor; (c) any Restricted Subsidiary that if is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the transferor in such nature of a transaction liquidation) to (i) another Restricted Subsidiary that is not a Guarantor, then the transferee must either be the Borrower Loan Party or (ii) to a GuarantorLoan Party; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantorany Restricted Subsidiary may merge or consolidate with any Person to effect an Investment permitted under Section 7.03(g); and (e) a Borrower or any Restricted Subsidiary may Dispose of its Equity Interests in a Restricted Subsidiary or all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent Restricted Subsidiary, so long as such Disposition is permitted pursuant to complies with the provisions of Section 7.057.05(f), (j) or (n).

Fundamental Changes. Merge, dissolve, liquidate, consolidate consolidate, combine or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower Subsidiary may merge with any other Borrower the Company; provided that the Company shall be the continuing or may Dispose of all or substantially all of its assets to any other Borrowersurviving Person; (b) any Subsidiary or any other Person may merge be merged, amalgamated or consolidated with or into any one or more Subsidiaries, provided that (i) a Borrower, provided that such Borrower Subsidiary shall be the continuing or surviving PersonPerson (or the surviving entity becomes a Subsidiary upon the effectiveness of such merger, amalgamation or consolidation) or (ii) if any one wholly-owned, directly or more other Subsidiariesindirectly, provided that when any Guarantor Subsidiary is merging merging, consolidating, combining or amalgamating with or into another Subsidiary, the Guarantor shall be the continuing or surviving PersonPerson shall, immediately after such merger, amalgamation, consolidation or combination be (whether at the time or as a result of the transaction) a wholly-owned, direct or indirect, Subsidiary; (c) any Subsidiary may Dispose of all or substantially all any part of its assets (whether as a contribution to capital, dividend, upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Guarantorwholly-owned, directly or indirectly, Subsidiary, then the transferee must either be the Borrower Company or a Guarantor;wholly-owned, directly or indirectly, Subsidiary (whether at the time or as a result of the transfer) and (ii) if the transferor in such transaction is a Loan Party then the transferee must be a Loan Party unless such transaction is otherwise permitted under Section 7.05(c); and (d) any Subsidiary which is not a Subsidiary Guarantor may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers (other than the Principal Borrower Company and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of not materially disadvantageous to the extent such Disposition is permitted pursuant to Section 7.05Lenders.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving PersonPerson shall be a Subsidiary Guarantor; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in a Subsidiary Guarantor may make such a transaction is a Guarantor, then the transferee must either be Disposal only to the Borrower or a another Subsidiary Guarantor; (dc) any Subsidiary which is not a Loan Party may dispose of all or substantially all its assets to the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantoranother Subsidiary; and (ed) all in connection with any acquisition permitted under Section 7.03, any Subsidiary may merge into or substantially all of consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the assets or all of Person surviving such merger shall be a wholly owned Subsidiary and the Equity Interests of Person surviving any such merger involving a Subsidiary may Guarantor shall be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05a Subsidiary Guarantor; provided, however, that in each case, immediately after giving effect thereto, no Default shall have occurred and be continuing.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor Subsidiary is merging with another Subsidiary, the Guarantor such Subsidiary shall be the continuing or surviving Person; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another a Subsidiary; provided that if the transferor in such a transaction transferring Subsidiary is (i) a Guarantor, then the transferee thereof must either be the Borrower or a Guarantor, (ii) a Pledgor, the transferee thereof must either be the Borrower or a Pledgor, or (iii) a Pledged Company, the transferee thereof must either be the Borrower, a Guarantor or a Pledged Company; (c) the Borrower and its Subsidiaries may consummate the Acquisition; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Disposition permitted by Section 7.05 may be merged into or consolidated with consummated (but any other Borrower or Guarantor so long as such Disposition shall be subjected to the surviving entity is a Borrower or Guarantorfinal proviso to Section 7.05); and (e) all in connection with any acquisition permitted under Section 7.03, the Borrower or substantially all any Subsidiary of the assets Borrower may merge into or all consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be the Borrower (if the Borrower is a party thereto) or a Subsidiary of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Borrower.

Fundamental Changes. Merge, dissolve, liquidate, Merge or consolidate with or into another Personany Person or ------------------- liquidate, wind-up or dissolve itself, or Dispose of (whether in one transaction permit or in a series of transactions) all suffer any liquidation or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persondissolution, except thatexcept, that so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrower, Borrower provided that such Borrower shall be the continuing or surviving Personcorporation, or (ii) with any one or more Subsidiaries of Borrower, and (iii) with any joint ventures, partnerships and other SubsidiariesPersons, so long as such joint ventures, partnerships and other Persons will, as a result of making such merger and all other contemporaneous related transactions, become a Subsidiary of Borrower; provided that when any Guarantor wholly-owned Subsidiary of Borrower is -------- merging with into another SubsidiarySubsidiary of Borrower, the Guarantor wholly-owned Subsidiary of Borrower shall be the continuing or surviving Person; (cb) any Subsidiary of Borrower may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower or to another Subsidiaryany of its Subsidiaries; provided that if the transferor in such a transaction when any wholly-owned Subsidiary of -------- Borrower is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) selling all or substantially all of its assets to another Subsidiary of Borrower, the Subsidiary acquiring such assets shall be a wholly-owned Subsidiary of Borrower; (c) Borrower or all of the Equity Interests of a any Subsidiary may be Disposed merge with any entity acquired in accordance with the provisions of Subsection 7.05(e); and (d) Any Subsidiary which owns no more than one restaurant may dissolve or liquidate, provided that the dissolution or liquidation of such Subsidiary is not disadvantageous to Lenders in any material respect and, in the extent such Disposition reasonable business judgment of Borrower, is permitted pursuant to Section 7.05in the best economical interest of Borrower.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson or make any Acquisition, except that, so long as no Default exists or would result therefrom: (a) any Borrower Subsidiary (other than the Canadian Borrower) may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge amalgamate with (i) a such Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person, and provided, further, that no Guarantor that is a Domestic Subsidiary may merge with a Canadian Subsidiary or Foreign Subsidiary where such Canadian Subsidiary or Foreign Subsidiary is the continuing or surviving Person; (b) the Borrowers and their Subsidiaries may consummate the Canadian Borrower Reorganization in accordance with the requirements of Section 6.14; (c) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another Subsidiary; provided that if the transferor seller in such a transaction is a Guarantorwholly-owned Subsidiary, then the transferee purchaser must either also be the Borrower a wholly-owned Subsidiary, and provided, further, that no Guarantor that is a Domestic Subsidiary may sell all or substantially all of its assets (upon voluntary liquidations or otherwise) to a GuarantorCanadian Subsidiary or Foreign Subsidiary; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other subject to Section 7.14, such Borrower or Guarantor so long as the surviving entity is any Subsidiary may make a Borrower or GuarantorPermitted Acquisition; and (e) all such Borrower or substantially all of the assets or all of the Equity Interests of a any Subsidiary may be Disposed of to the extent such make a Disposition is permitted pursuant to by Section 7.05.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary Designated Guarantor may merge with (i) a any Borrower, provided provided, that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving PersonDesignated Guarantors; (ci) any Subsidiary Designated Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the any Borrower or to another SubsidiaryDesignated Guarantor; provided that if and (ii) any Excluded Guarantor may be dissolved or liquidated pursuant to Section 6.20 or any Excluded Guarantor may merge with any other Excluded Guarantor. (c) the transferor in such a transaction is a Guarantor, then Borrowers and their Subsidiaries may consummate the transferee must either be Merger including the Borrower or a GuarantorDisposition of Main Street Stock incident to the Merger (which may comprise margin stock); (d) any of Borrower may merge with and into the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or GuarantorBorrower; and (e) all any Borrower or substantially any Designated Guarantor may reorganize and convert into a limited liability company; provided, that such Borrower or Designated Guarantor provides the Lenders with thirty (30) days’ prior written notice thereof and complies with all of the assets terms of Section 6.12, including the execution and delivery of replacement Notes for any Notes previously issued, as appropriate, as if such Borrower or all Designated Guarantor were a new Subsidiary and a ratification that the obligations hereunder shall have been assumed by such Borrower or Designated Guarantor, as converted, by operation of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05law.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any NYI- 4560366v1183 Subsidiary that is a Guarantor is merging with another Subsidiarya Subsidiary that is not a Guarantor, the Guarantor shall be the continuing or surviving PersonPerson shall either be the Guarantor or such Person shall be a Material Subsidiary and such Person (and, if applicable, its Domestic Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary that is a Guarantor, then either (i) such Disposition must constitute an Investment permitted by Section 7.02(d)(iv) or (ii) the transferee must either be the Borrower Borrower, another Subsidiary that is a Guarantor, or a GuarantorMaterial Subsidiary and such Person (and, if applicable, its Domestic Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such Disposition; (c) the Borrower and its Subsidiaries may enter into such mergers, consolidations, amalgamations and similar transactions as are reasonably necessary to consummate a purchase or other acquisition permitted by, and made in accordance with the terms of, Section 7.02(g); provided that if in any such transaction a Guarantor will be merged with or into any other Person, such Person shall be a Material Subsidiary and such Person (and, if applicable, its Domestic Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction; and (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors its Subsidiaries may be merged into or consolidated with any other Borrower or Guarantor so long as consummate the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Permitted Reorganization.

Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) Holdings or a Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction in any State of the United States); provided that (x) Holdings or such Borrower, provided that such Borrower as applicable, shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of Holdings or such Borrower, as applicable, pursuant to documents reasonably acceptable to the Administrative Agent and (y) Holdings and such Borrower (or, if not Holdings or such Borrower, the surviving Person) shall be a corporation or a limited liability company organized under the laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Restricted Subsidiaries, ; provided that when any Guarantor is merging with another Subsidiary, Restricted Subsidiary that is not a Loan Party (A) the Guarantor shall be the continuing or surviving Person, (B) to the extent constituting an Investment, such Investment must be a Permitted Investment or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.01, respectively and (C) to the extent constituting a Disposition, such Disposition must be permitted hereunder; (i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary (other than a Borrower) may liquidate or dissolve, or any Borrower or any Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Parent Borrower determines in good faith that such action is in the best interest of Holdings and its Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any dissolution of a Restricted Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Restricted Subsidiary that is a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Holdings or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Borrower or a Guarantor, then (i) the transferee must either be the a Borrower or a GuarantorGuarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent and (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.01, respectively; provided, further, that any Borrower may Dispose of all or substantially all of its respective assets (upon voluntary liquidation or otherwise) to any other Loan Party; (d) any of the Borrowers Restricted Subsidiary (other than the Principal Borrower and Highwoods Realty Limited Partnershipa Borrower) may merge, amalgamate or Guarantors may be merged into consolidate with, or consolidated with dissolve into, any other Borrower Person in order to effect a Permitted Investment; provided that (i) the continuing or Guarantor so long as surviving Person shall, to the surviving entity is extent subject to the terms hereof, have complied with the requirements of Section 6.12, (ii) to the extent constituting an Investment, such Investment must be a Borrower Permitted Investment and (iii) to the extent constituting a Disposition, such Disposition must be permitted hereunder; (e) Holdings, the Borrowers and the other Restricted Subsidiaries may consummate the Transactions; (f) any Restricted Subsidiary (other than a Borrower) may merge, dissolve, liquidate, amalgamate, consolidate with or Guarantorinto another Person in order to effect a Disposition permitted pursuant to Section 7.04 (other than Dispositions permitted by Section 7.03); and (eg) all any Permitted Investment may be structured as a merger, consolidation or substantially all of the assets or all of the Equity Interests amalgamation of a Subsidiary may be Disposed of to the extent such Disposition that is permitted pursuant to Section 7.05not a Borrower.

Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, (other than in the case of clause (e)) so long as no Event of Default exists or would result therefrom: (a) any Borrower Restricted Subsidiary (other than the U.S. Borrower) may merge with any other Borrower merge, amalgamate or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge consolidate with (i) the U.S. Borrower (including a Borrowermerger, the purpose of which is to reorganize the U.S. Borrower into a new jurisdiction in any State of the United States); provided that such the U.S. Borrower shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of the U.S. Borrower pursuant to documents reasonably acceptable to the Administrative Agent, (ii) the Dutch Borrower; provided that the Dutch Borrower shall be the continuing or surviving Person, or (iiiii) any one or more other Restricted Subsidiaries, ; provided that (x) any Restricted Subsidiary that is not a Controlled Foreign Subsidiary or a FSHCO may not merge with any Restricted Subsidiary that is a Controlled Foreign Subsidiary or a FSHCO if such Controlled Foreign Subsidiary or such FSHCO shall be the continuing or surviving Person and (y) when any Guarantor is merging with another Subsidiary, Restricted Subsidiary that is not a Loan Party (A) the Guarantor shall be the continuing or surviving Person, (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively and (C) to the extent constituting a Disposition, such Disposition must be permitted hereunder; (i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary (other than the U.S. Borrower) may liquidate or dissolve, or any Borrower or any Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Borrowers determine in good faith that such action is in the best interest of Holdings and its Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any dissolution of a Restricted Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Restricted Subsidiary that is a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary (other than the U.S. Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Dutch Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the a Borrower or a GuarantorGuarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; provided, further, that the U.S. Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Domestic Loan Party; (d) any of the Borrowers Restricted Subsidiary (other than the Principal Borrower and Highwoods Realty Limited PartnershipU.S. Borrower) may merge, amalgamate or Guarantors may be merged into consolidate with, or consolidated with dissolve into, any other Borrower Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) the continuing or Guarantor so long as surviving Person shall, to the surviving entity is extent subject to the terms hereof, have complied with the requirements of Section 6.12 and (ii) to the extent constituting an Investment, such Investment must be a Borrower permitted Investment in accordance with Section 7.02 and (iii) to the extent constituting a Disposition, such Disposition must be permitted hereunder; (e) the Borrowers and the other Restricted Subsidiaries may consummate the Transaction and the Reorganization Transaction; (f) any Restricted Subsidiary (other than the U.S. Borrower) may merge, dissolve, liquidate, amalgamate, consolidate with or Guarantorinto another Person in order to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(d)(A)); and (eg) all or substantially all of the assets or all of the Equity Interests of a Subsidiary any Investment permitted by Section 7.02 may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05structured as a merger, consolidation or amalgamation.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower Company or a Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the Borrowers (other than requirements of Section 7.05(j) and in the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is case of a Borrower or GuarantorDisposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the assets terms of this Agreement (i) may be dissolved or all have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, shall promptly at the request of the Equity Interests of Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, at any time such Subsidiary thereafter qualifies as a Restricted Subsidiary may or the Company requests such Subsidiary be Disposed of designated as a New Vehicle Borrower or Used Vehicle Borrower, the Company shall cause to be delivered to the extent Administrative Agent all documents required to be delivered by Section 6.14 and Section 6.15, as applicable, with respect to such Disposition is permitted pursuant to Section 7.05Subsidiary in the timeframes set forth therein.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any Subsidiary (other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (bthan the Receivables Subsidiary) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor wholly-owned Subsidiary is merging with another Subsidiary, the Guarantor a wholly-owned Subsidiary shall be the continuing or surviving Person; Person and (ciii) any Subsidiary may merge in connection with a transaction permitted under Section 7.02(f); and (b) any Subsidiary (other than the Receivables Subsidiary) may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantorwholly-owned Subsidiary, then the transferee must either be the Borrower Company or a Guarantor; wholly-owned Subsidiary; provided further that Dispositions of assets to a Foreign Subsidiary must be permitted under Section 7.02(g) (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnershipiii), Section 7.02(j) or Guarantors Section 7.05(i); For the avoidance of doubt, the Receivables Subsidiary may be merged into not merge with, or consolidated with Dispose of any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of its assets to, any other Person, other than (i) Dispositions permitted under Section 7.05(g) or (ii) in connection with the Equity Interests termination of a Subsidiary may be Disposed any receivables facility when no Event of to the extent such Disposition Default has occurred and is permitted pursuant to Section 7.05continuing.

Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets property or business, except that: (a) any Person may be merged, amalgamated or consolidated with or into the Company (provided that the Company shall be the continuing or surviving corporation) or with or into any Restricted Subsidiary (provided that, except to any other Borrowerthe extent permitted under Section 7.8(h) or 7.8(v), if such Restricted Subsidiary is a Subsidiary Guarantor, the continuing or surviving corporation shall also be a Subsidiary Guarantor); (b) any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Restricted Subsidiary may Dispose of all any or substantially all of its assets (i) to the Company or any Restricted Subsidiary (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 7.5 (other than Section 7.5 (c)), provided that except to the Borrower extent permitted under Section 7.8(h) or 7.8(v), if any such Restricted Subsidiary Disposing of any or all of its assets to another Subsidiary; provided that if the transferor in such a transaction Restricted Subsidiary is a Subsidiary Guarantor, then the transferee Restricted Subsidiary to which such assets are sold or transferred must either also be the Borrower a Subsidiary Guarantor; (c) any Investment expressly permitted by Section 7.8 may be structured as a merger, consolidation or a Guarantoramalgamation; (d) any Restricted Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers (other than Company and is not materially disadvantageous to the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or GuarantorLenders; and (e) all the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction within the United States in order to realize tax benefits, so long as (i) no Default or substantially Event of Default shall have occurred and be continuing or would result therefrom, (ii) such merger does not materially adversely affect the rights of the Lenders, (iii) the continuing or surviving corporation expressly assumes all of the assets or all obligations of the Equity Interests of a Subsidiary may be Disposed of Company hereunder pursuant to assumption documents reasonably satisfactory to the extent such Disposition is permitted pursuant Administrative Agent and (iv) each document (including any Uniform Commercial Code financing statement) required 75 by the Security Documents or under law or reasonably requested by the Administrative Agent to Section 7.05be filed, registered or recorded in order to maintain in favor of the Collateral Agent a perfected Lien on the Collateral effected thereby shall have been filed, registered or recorded.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson other than in the Transactions, except that, so long as no Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such (x) the Borrower shall be the continuing or surviving PersonPerson or (y) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation or a limited liability company organized and existing under the laws of the State of Delaware and the Successor Company (if not the Borrower) will expressly assume, by an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, all of the Obligations of the Borrower under any of the Loan Documents to which it is a party (provided that if the Successor Company is a limited liability company, its operating agreement shall provide that the membership interests are “securities” within the meaning of Article 8 of the UCC and certificates representing all of the membership interests are delivered to the Collateral Agent as Pledged Collateral) (as defined in the Security Agreement), or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson or to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03; (cb) any Subsidiary of the Borrower may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee must either be the Borrower or a GuarantorSubsidiary Guarantor and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03; (c) any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) the continuing or surviving Person shall have complied with the requirements of Section 6.13 and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnershipits Subsidiaries may consummate the Acquisition; (e) a merger, dissolution, liquidation, consolidation or Guarantors Asset Sale, the purpose of which is to effect an Asset Sale permitted pursuant to Section 7.05 may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantoreffected; and (ei) all any Subsidiary that is not a Loan Party may merge or substantially all consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary of the assets Borrower may liquidate or all dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Equity Interests of a Subsidiary may be Disposed of Borrower and if not materially disadvantageous to the extent such Disposition is permitted pursuant to Section 7.05Lenders.

Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets Property or business (including, in each case, pursuant to any other Borrower;a Division), except that: (ba) any Subsidiary may merge with (i) a Borrowerany Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into the Borrower (provided that such the Borrower shall be the continuing or surviving Person, corporation) or (ii) any one Restricted Subsidiary may be merged, amalgamated, liquidated or more other Subsidiaries, consolidated with or into any Subsidiary Guarantor (provided that when any Guarantor is merging with another Subsidiary, the (x) a Subsidiary Guarantor shall be the continuing or surviving Personcorporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary; (c) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Dispositions permitted by Section 7.05 may be merged into consummated; (e) any Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or consolidated with amalgamation; (f) any other Borrower Excluded Subsidiary may be dissolved or Guarantor so long as the surviving entity is a Borrower or Guarantorliquidated; and (eg) all so long as no Default or substantially all Event of the assets Default is continuing or all of the Equity Interests of a Subsidiary would result therefrom, Holdings may be Disposed of to merged with and into Parent, with Parent being the extent surviving entity in such Disposition is permitted pursuant to Section 7.05merger.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, ; provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more Domestic Subsidiaries or (iii) any joint venture, partnership or other SubsidiariesPerson, provided so long as such joint venture, partnership and other Person will, as a result of making such merger and all other contemporaneous related transactions, become a Domestic Subsidiary, provided, further, (in the case of clauses (ii) and (iii)) that when any Guarantor is merging with another SubsidiarySubsidiary or any other Person, either (A) the Guarantor shall be the continuing or surviving PersonPerson or (B) the continuing or surviving Person shall (prior to or simultaneously with such merger) deliver to the Administrative Agent (1) a Facility Guaranty and (2) all other documents required of Significant Subsidiaries pursuant to Section 7.12; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another a Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (c) any Foreign Subsidiary may merge into and may transfer assets to another Foreign Subsidiary; (d) with respect to any Subsidiary (the "Specified Subsidiary") whose principal assets are a warehouse and office space (if any) located on the same site as such warehouse, then the owner of the Borrowers (other than stock in such Specified Subsidiary may sell the Principal Borrower and Highwoods Realty Limited Partnership) stock of such Specified Subsidiary, or Guarantors such Specified Subsidiary may be merged into sell all or consolidated with any other Borrower or Guarantor so long as the surviving entity is substantially all of its assets to a Borrower or Guarantorpurchaser, in each case at fair market value; and (e) the Borrower may liquidate or dissolve one or more Subsidiaries, or sell all or substantially all of the assets or all shares of one or more Subsidiaries, during a fiscal year so long as the aggregate book value of the Equity Interests of a Subsidiary may be Disposed of to the extent Subsidiaries liquidated or dissolved or assets or shares sold during such Disposition is permitted pursuant to Section 7.05fiscal year does not exceed $100,000,000.

Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;Property or business, except that: (ba) any Subsidiary may merge with (i) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into a Borrower, Borrower organized and having a legal existence in the same country as such Restricted Subsidiary (provided that such Borrower shall be the continuing or surviving Person, corporation) or (ii) any one Restricted Subsidiary may be merged, amalgamated, liquidated or more other Subsidiaries, consolidated with or into any Subsidiary Guarantor organized and having a legal existence in the same country as such Restricted Subsidiary (provided that when any Guarantor is merging with another Subsidiary, the (x) a Subsidiary Guarantor shall be the continuing or surviving Personcorporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrowers shall comply with Section 6.11 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary; (c) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Dispositions permitted by Section 7.05 may be merged into consummated; (e) any Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantoramalgamation; and (ef) all or substantially all of the assets or all of the Equity Interests of a any Excluded Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05dissolved or liquidated.

Fundamental Changes. MergeOther than (i) a merger of the Borrower or a Domestic Subsidiary to effectuate a reincorporation or statutory conversion in another state of the United States or (ii) a statutory conversion in any state of the United States, in either case upon at least 30 days’ prior written notice to the Administrative Agent, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Restricted Subsidiary may merge with or dissolve into (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with or dissolving into another Subsidiary, the Guarantor shall be the continuing or surviving Person; (cb) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary, and may thereafter liquidate or dissolve if applicable; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (dc) the Borrower or any of its Restricted Subsidiaries may merge with another Person to effectuate an Acquisition permitted by Section 7.02(h); provided that the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the applicable Restricted Subsidiary is the acquiring or surviving entity (or, with respect to any merger by a Restricted Subsidiary of the Borrower, the surviving entity becomes a Restricted Subsidiary in the transaction); and provided further that if such merging Subsidiary is a Guarantor, the surviving entity becomes a Guarantor and complies with the requirements for new Guarantors under Section 6.13; (d) the Borrower or Guarantor; and (e) all or substantially all any Restricted Subsidiary may Dispose of the assets or all of the Equity Interests of a any Subsidiary in accordance with Section 7.05(j); (e) the Borrower and its Restricted Subsidiaries may Dispose of any and all properties and assets permitted to be Disposed of to the extent such Disposition is permitted pursuant to Section 7.057.05(l); and (f) the Borrower and its Restricted Subsidiaries may Dispose of any and all properties and assets and Equity Interests necessary to effectuate the Foreign Reorganization.

Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:: ​ (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Restricted Subsidiary may merge or amalgamate with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that (A) when any Guarantor Loan Party is merging or amalgamating with another Restricted Subsidiary, the Guarantor either (x) such Loan Party shall be the continuing or surviving Person;Person or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which ​ ​ ​ financial statements have been delivered pursuant to Section 6.01 and (B) when any wholly-owned Restricted Subsidiary is merged or amalgamated with any non-wholly owned Restricted Subsidiary, either (x) the wholly-owned Restricted Subsidiary shall be the continuing or surviving Person or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01; ​ (cb) any Subsidiary Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Loan Party; (c) any Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to the Company or any other Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;​ (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Company and any of its Restricted Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the Borrowers case of any such merger to which the Company is a party, the Company is the surviving Person, (ii) in the case of any such merger to which any Loan Party (other than the Principal Borrower and Highwoods Realty Limited PartnershipCompany) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as is a party, such Loan Party is the surviving entity Person or the surviving Person becomes a Loan Party in accordance with the Collateral and Guarantee Requirement and Section 6.12 and (iii) in the case of any wholly-owned Restricted Subsidiary merging with a Person that is not a Borrower wholly-owned Restricted Subsidiary prior to such merger, the surviving Person shall be (or Guarantorbecome as a result thereof) a wholly-owned Restricted Subsidiary, except in the case of (ii) and (iii) above, a merger utilized to consummate a Disposition permitted by Section 7.05 (other than Section 7.05(e)); and​ (e) all the Company or substantially all any Restricted Subsidiary may merge or consolidate with any other Person solely to effect a change in the state or form of organization of the assets Company or all such Restricted Subsidiary; and ​ (f) the Company and its Restricted Subsidiaries may consummate any Disposition (including by way of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is merger) permitted pursuant to by Section 7.05.7.05 (other than Section 7.05(e)(i)), Investments permitted by Section 7.03, Liens permitted by Section 7.01, and Restricted Payments permitted by Section 7.06. ​

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person or (iii) any Person in order to effect any Investment permitted pursuant to Section 7.02, provided that a Subsidiary shall be the continuing or surviving Person (and if a Subsidiary Guarantor is party to such transaction, a Subsidiary Guarantor shall be the surviving Person); (b) the Borrower may merge or consolidate with another corporation or entity which merger or consolidation merely effects the form or domicile of the Borrower without changing the respective holdings of capital stock in the Borrower (or in the surviving entity) by stockholders and pursuant to which all obligations of the Borrower in respect of this Agreement are and remain obligations of the surviving entity; provided that the surviving entity shall be organized under the laws of a political subdivision of the United States; and (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default of the type referred to in Section 8.01(a) exists or any Event of Default would result therefrom: (ai) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (bA) any Subsidiary may merge with (i) a BorrowerGuarantor, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving PersonPerson and (B) any Foreign Subsidiary may merge with any other Foreign Subsidiary; provided that with respect to this subsection (i), any merger by a Foreign Borrower shall only be permitted to the extent specified in Section 7.04(iii); (cii) (A) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower a Guarantor and (B) any Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another any other Foreign Subsidiary; provided that if the transferor in such a transaction is a Guarantorwith respect to this subsection (ii), then the transferee must either be the Borrower or a Guarantor; (d) any Disposition of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the a Foreign Borrower (other than Equity Interests of a Subsidiary may owned by such Foreign Borrower) shall only be Disposed of permitted to the extent specified in Section 7.04(iii); (iii) any Foreign Borrower may merge, consolidate with or into, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to (1) another Foreign Borrower or (2) the U.K. Foreign Borrower (with the U.K. Foreign Borrower as the surviving entity), so long as, in the case of this clause (2), at the time of and immediately prior to such Disposition transfer or other disposition: (A) there shall be no Revolving Credit Loans outstanding to the applicable Foreign Borrower and (B) the U.K. Foreign Borrower Accession Agreement shall have been executed and delivered to the Administrative Agent, along with each of the other documents required by Section 4.02(d) hereof; (iv) any Loan Party or any of its Subsidiaries may liquidate, sell, transfer, lease or otherwise Dispose of all or substantially all of its assets if such transaction is not otherwise prohibited by Section 7.05 (other than Sections 7.05(iv)) or, with respect to any Foreign Borrower, by Section 7.03(xx); (v) in connection with any acquisition permitted pursuant under Section 7.03, any Subsidiary of the U.S. Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (A) the Person surviving such merger shall be a Wholly-Owned Subsidiary of the U.S. Borrower, (B) in the case of any such merger to which any such Loan Party is a party, the surviving Person shall be (or become) a Loan Party and (C) any such transaction with respect to a Foreign Borrower shall only be permitted to the extent specified in Section 7.057.04(iii); (vi) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary of the U.S. Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that (A) in each case, immediately after giving effect thereto in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving corporation and (B) any such transaction with respect to a Foreign Borrower shall only be permitted to the specified in Section 7.04(iii). In the case of any merger or consolidation permitted by this Section 7.04 of any Subsidiary of the U.S. Borrower which is not a Loan Party into a Loan Party, the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as are required in order for the Loan Parties to be, after giving effect to such transaction, in compliance, or will within the times specified therein be in compliance, with the terms of Section 6.12. Notwithstanding anything to the contrary contained above in this Section 7.04, no action shall be permitted which results in a Change of Control.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any Subsidiary (other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (bthan the Receivables Subsidiary) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor wholly-owned Subsidiary is merging with another Subsidiary, the Guarantor a wholly-owned Subsidiary shall be the continuing or surviving Person; Person and (ciii) any Subsidiary may merge in connection with a transaction permitted under Section 7.02(f); and (b) any Subsidiary (other than the Receivables Subsidiary) may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation liquidation, dissolution or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantorwholly-owned Subsidiary, then the transferee must either be the Borrower Company or a Guarantor; (d) any wholly-owned Subsidiary; provided further that Dispositions of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnershipassets to a Foreign Subsidiary must be permitted under Section 7.02(g)(iii), Section 7.02(j) or Guarantors Section 7.05(i); For the avoidance of doubt, the Receivables Subsidiary may be merged into not merge with, or consolidated with Dispose of any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of its assets to, any other Person, other than (i) Dispositions permitted under Section 7.05(g) or (ii) in connection with the Equity Interests termination of a Subsidiary may be Disposed any receivables facility when no Event of to the extent such Disposition Default has occurred and is permitted pursuant to Section 7.05continuing.

Fundamental Changes. MergeThe Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) any Borrower Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person may merge with or into a Subsidiary (other than an Obligor), (iii) any other Borrower Obligor or any Subsidiary may Dispose of all sell, lease, transfer or substantially all otherwise dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, (iv) any Subsidiary (other Borrowerthan an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, 31 and (iv) an Obligor or any Subsidiary may sell, transfer or otherwise dispose of Equity Interests of a Subsidiary (other than an Obligor); (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with (i) a Borrower, any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such Borrower merger shall be a Wholly-Owned Subsidiary of the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging Company and shall comply with another Subsidiary, the Guarantor shall be the continuing or surviving Personrequirements of Section 9.13; (c) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another SubsidiarySubsidiary of the Company; provided that if the transferor in such a transaction is a Guarantoran Unencumbered Property Subsidiary, then the transferee must either be the Borrower or a Guarantor;an Unencumbered Property Subsidiary; and (d) Dispositions permitted by Section 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (i) merge, dissolve or liquidate or consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change of Control results therefrom or (ii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a State of the Borrowers (other than United States of America or the Principal Borrower and Highwoods Realty Limited Partnership) District of Columbia. No such conveyance, transfer or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or lease of substantially all of the assets or all of the Equity Interests Company shall have the effect of a Subsidiary may be Disposed of to releasing the extent Company or any successor corporation or limited liability company that shall theretofore have become such Disposition is permitted pursuant to in the manner prescribed in this Section 7.0510.4 from its liability under this Agreement or the Notes.

Fundamental Changes. MergeThe Borrowers shall not, dissolve, liquidate, consolidate with and shall not suffer or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) permit any of the Borrowers their respective Subsidiaries (other than the Principal Borrower and Highwoods Realty Limited PartnershipImmaterial Subsidiaries) to, enter into any merger, amalgamation, consolidation, or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) sell all or substantially all of the assets of the Parent Borrower and the Subsidiaries taken as a whole, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except, (a) in a disposition permitted by Section 7.03 or an Investment permitted by Section 7.07; (b) any two Subsidiaries that are not Credit Parties may merge, consolidate or amalgamate; (c) any of the Subsidiaries that is not a Credit Party may liquidate, wind up or dissolve so long as the assets of such Subsidiary are distributed to the Parent Borrower or any of the Subsidiaries; (d) any Guarantor may liquidate, wind up or dissolve so long (i) as the assets of such Guarantor are distributed to a Borrower or a Guarantor and (ii) such dissolution is not prohibited by the FGL Indenture; (e) any Subsidiary of any Credit Party (other than the Company) may merge, amalgamate or consolidate (i) with a Credit Party in a transaction in which the surviving Person is a Borrower or a Guarantor or (ii) in order to consummate a Permitted Tax Restructuring; (f) the Parent Borrower or any Subsidiary may change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and the Subsidiaries and is not materially disadvantageous to the Lenders or the LC Issuers; (g) any Subsidiary (other than the Company) may merge, amalgamate or consolidate with any other Person so long as (A) the surviving entity is such Subsidiary, or the surviving Person becomes a Subsidiary, (B) no Default is in existence or would occur after giving effect to such merger, amalgamation or consolidation and (C) after giving effect to such merger, amalgamation, consolidation or acquisition, the Borrowers shall be in compliance on a pro forma basis with the financial covenants set forth in Sections 7.09, 7.10, 7.11 and 7.12 for the most recently ended Fiscal Quarter; (h) any Borrower may merge, amalgamate or consolidate with any other Person so long as (A) the surviving entity is such Borrower or, if the surviving Person is not such Borrower, (i) the surviving Person (the “Successor Borrower”) shall be a corporation, partnership or limited liability company organized or incorporated and existing (x) with respect to the Parent Borrower, under the laws of the United States of America, any State thereof or the District of Columbia, Bermuda or Cayman Islands or (y) with respect to the Company, under the laws of the United States of America, any State thereof or the District of Columbia, (ii) the Successor Borrower assumes all of the Equity Interests obligations of a Subsidiary may be Disposed of such Borrower under this Agreement and (iii) each Guarantor shall have confirmed that its Guarantee shall apply to the extent Successor Borrower’s obligations in respect of this Agreement, (B) no Default is in existence or would occur after giving effect to such Disposition is permitted pursuant merger, amalgamation or consolidation and (C) after giving effect to Section 7.05such merger, amalgamation consolidation or acquisition, the Borrowers shall be in compliance on a pro forma basis with the financial covenants set forth in Sections 7.09, 7.10, 7.11 and 7.12 for the most recently ended Fiscal Quarter; and (i) any Subsidiary, other than the Company, a Guarantor, FGL Insurance or the Bermuda Reinsurer, may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution would not reasonably be expected to result in a Material Adverse Effect.

Fundamental Changes. Merge, dissolveconsolidate or amalgamate, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to property or business, except that: (a) the Borrower or any other of its Subsidiaries may merge or consolidate with any Person; provided that (i) in the case of any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving corporation; (ii) in the case of any merger or consolidation involving a Subsidiary, the surviving entity shall be a Group Member; and (iii) in the case of any merger or consolidation involving a Broker-Dealer Subsidiary, the surviving entity shall be a Broker-Dealer Subsidiary; (b) any Subsidiary may merge with (i) a Borrower, provided that such of the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (i) to the Borrower or any Subsidiary; provided that (A) in the case of any such Disposition by any Subsidiary, the transferee entity shall be a Group Member and (B) in the case of any such Disposition by any Broker-Dealer Subsidiary, the transferee entity shall be a Broker-Dealer Subsidiary, (ii) to the Borrower or OpCo (upon voluntary liquidation or otherwise) or (iii) pursuant to the Borrower a Disposition permitted by Section 6.5; (c) any Investment expressly permitted by Section 6.8 may be structured as a merger, consolidation or to another Subsidiaryamalgamation; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;and (d) any Subsidiary of the Borrowers (other than Borrower may liquidate or dissolve or change its legal form if the Principal Borrower and Highwoods Realty Limited Partnership) determines in good faith that such liquidation or Guarantors may be merged into dissolution or consolidated with any other change in legal form is in the best interests of the Borrower or Guarantor so long as the surviving entity such Subsidiary and is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of not materially disadvantageous to the extent such Disposition is permitted pursuant to Section 7.05Lenders.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary Designated Guarantor may merge with (i) a any Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving PersonDesignated Guarantors; (ci) any Subsidiary Designated Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the any Borrower or to another SubsidiaryDesignated Guarantor; provided that if and (ii) any Excluded Guarantor may be dissolved or liquidated pursuant to Section 6.24 or any Excluded Guarantor may merge with any other Excluded Guarantor. (c) the transferor in such a transaction is a Guarantor, then Borrowers and their Subsidiaries may consummate the transferee must either be Merger including the Borrower or a GuarantorDisposition of Main Street Stock incident to the Merger (which may comprise margin stock); (d) any of Borrower may merge with and into the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or GuarantorBorrower; and (e) all any Borrower or substantially any Designated Guarantor may reorganize and convert into a limited liability company; provided, that such Borrower or Designated Guarantor provides the Administrative Agent with thirty (30) days’ prior written notice thereof and complies with all of the assets terms of Section 6.12, including the execution and delivery of replacement Notes for any Notes previously issued, as appropriate, as if such Borrower or all Designated Guarantor were a new Subsidiary and a ratification that the obligations hereunder shall have been assumed by such Borrower or Designated Guarantor, as converted, by operation of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05law.

Fundamental Changes. Merge, dissolve, liquidate, Merge or consolidate with or into another Personany Person or liquidate, wind-up or dissolve itself, or Dispose of (whether in one transaction permit or in a series of transactions) suffer any liquidation or dissolution or sell all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personassets, except thatexcept, that so long as no Default or Event of Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose Solvent Subsidiary of all or substantially all of its assets to any other Borrower; (b) any Subsidiary TTI may merge with (i) a Borrower, TTI provided that such Borrower TTI shall be the continuing or surviving Personcorporation, or (ii) with any one or more other SubsidiariesSolvent Subsidiaries of TTI (provided that if either party to such merger is a Guarantor, the surviving entity shall be a Guarantor), and (iii) with any joint ventures, partnerships and other Persons, so long as such joint ventures, partnerships and other Persons will, as a result of making such merger and all other contemporaneous related transactions, become a wholly owned Subsidiary of TTI; provided that when any Guarantor wholly-owned Material Subsidiary of TTI is merging with into another SubsidiarySubsidiary of TTI, the Guarantor wholly-owned Material Subsidiary of TTI shall be the continuing or surviving Person; (cb) any Subsidiary of TTI may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower TTI or to another Subsidiaryany of its Solvent Subsidiaries that is a Guarantor; provided that if when any wholly-owned Subsidiary of TTI is selling all or substantially all of its assets to another Subsidiary of TTI, the transferor Subsidiary acquiring such assets shall be a wholly-owned Subsidiary of TTI; (c) on and prior to the TTI Closing Date, ALT and its Subsidiaries (other than any member of the TTI Group) may merge or consolidate with other Persons to the extent permitted under Section 5.6 of the Existing ALT Credit Agreement, as in such a transaction is a Guarantor, then effect on the transferee must either be the Borrower or a Guarantordate hereof; (d) any of the Borrowers TTI and its Subsidiaries may make Dispositions permitted under Sections 7.04(a), (other than the Principal Borrower c) and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor(d); and (e) all or substantially all of ALT and its Subsidiaries may undertake transactions permitted under, and in accordance with, the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Separation and Distribution Agreement.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any Subsidiary of the Operating Partnership (other Borrower or may Dispose of all or substantially all of its assets to any other than the Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Operating Partnership, provided that such Borrower the Operating Partnership shall be the continuing or surviving Person, Person or (ii) any one or more other SubsidiariesSubsidiaries of the Operating Partnership (other than the Borrower), provided that when if any Subsidiary Guarantor is merging with another SubsidiarySubsidiary of the Operating Partnership that is not a Subsidiary Guarantor, the Subsidiary Guarantor party to such merger shall be the continuing or surviving Person; (b) any Subsidiary of the Borrower may merge with the Borrower, provided that the Borrower shall be the continuing or surviving Person; (c) any Subsidiary of the Operating Partnership (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Operating Partnership or to another SubsidiarySubsidiary of the Operating Partnership; provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower Borrower, the Operating Partnership or a Guarantor;Subsidiary Guarantor and (ii) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral; and 104 (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and Dispositions permitted by Section 7.05(d), (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may (f) shall be Disposed of to the extent such Disposition is permitted pursuant to under this Section 7.057.04.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantorrequirements of Section 7.05(h); and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the assets or all terms of the Equity Interests of a Subsidiary this Agreement may be Disposed dissolved or have its entity status terminated; provided, however, that the Loan Parties shall not make any Disposition in respect of to the extent such Disposition is permitted pursuant to Section 7.05any Collateral.

Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any of its Subsidiaries to, liquidate, merge or consolidate with or into another any other Person, or Dispose convey, transfer, spin-off or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, except that: (i) any such Subsidiary may (1) merge or consolidate with or into, or convey, transfer or spin-off all or substantially all of its assets to, the Borrower (whether in one transaction as part of a liquidation or in a series of transactionsdissolution or otherwise), provided that the Borrower is the continuing or surviving corporation, or (2) convey, transfer or spin-off all or substantially all of its assets (whether now owned as part of a liquidation or hereafter acquireddissolution or otherwise) to or in favor compliance with the provisions of any Person, except that, so long as no Default exists or would result therefrom:Section 6.16 hereof; (aii) any Borrower such Subsidiary may merge or consolidate with any other Borrower or may Dispose of into, or convey, transfer or spin-off all or substantially all of its assets to any other Borrower; another Subsidiary of the Borrower (b) any Subsidiary may merge with (i) whether as part of a Borrowerliquidation or dissolution or otherwise), provided that immediately after giving effect to such transaction, the Borrower, directly or indirectly, retains at least the same ownership interest in the surviving or transferee Subsidiary as it had in the other Subsidiary immediately prior to such transaction, and (iii) the Borrower shall be the continuing may merge or surviving Personconsolidate with or into, or (ii) any one convey, transfer or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of spin-off all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantorto, then the transferee must either be the Borrower or a Guarantor;any other solvent corporation, provided (d1) any the successor formed by such consolidation or the survivor of such merger or the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) Person that acquires by conveyance, transfer or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) spin-off all or substantially all of the assets of the Borrower as an entirety, as the case may be (the "SUCCESSOR CORPORATION"), shall be a solvent corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, (2) if the Borrower is not the Successor Corporation, such corporation shall have executed and delivered to the Lenders its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement (pursuant to such agreements and instruments as shall be reasonably satisfactory to each Lender), and the Borrower shall have caused to be delivered to the Lenders an opinion, in form and substance satisfactory to the Lenders, of independent counsel reasonably satisfactory to the Lenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (3) immediately prior to, and immediately after giving effect to, such transaction, no Event of Default would exist. No such conveyance, transfer or spin-off of all or substantially all of the Equity Interests Property of a Subsidiary may be Disposed the Borrower shall have the effect of releasing the Borrower or any Successor Corporation from its liability under this Agreement. (b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the extent such Disposition is permitted pursuant to Section 7.05type conducted, collectively, by the Borrower and its Subsidiaries on the date of this Agreement and businesses reasonably related thereto.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all a substantial portion of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, ; provided that when any Subsidiary Guarantor is merging with another Subsidiary, a Subsidiary Guarantor shall be the continuing or surviving Person; provided further that when any US Subsidiary Guarantor is merging with another Subsidiary, the Guarantor continuing and surviving Person shall be the continuing or surviving Person;a US Subsidiary Guarantor; and (cb) any Subsidiary may Dispose of all or substantially all a substantial portion of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower Company or a Subsidiary Guarantor; provided further that if the transferor in such a transaction is a US Subsidiary Guarantor, then the transferee must either be the Company or a US Subsidiary Guarantor; (c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrowers Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Company and (ii) in the case of any such merger to which any Loan Party (other than the Principal Borrower and Highwoods Realty Limited PartnershipCompany) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as is a party, such Loan Party is the surviving entity is a Borrower or GuarantorPerson; and (e) all so long as no Default has occurred and is continuing or substantially all would result therefrom, any Subsidiary of the assets Company may merge into or all consolidate with any other 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 to which any Loan Party (other than the Equity Interests of Company) is a Subsidiary may be Disposed of to party, such Loan Party is the extent such Disposition is permitted pursuant to Section 7.05surviving corporation.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all a substantial portion of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a Borrowerthe Company, provided that such Borrower the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, ; provided that when any Subsidiary Guarantor (or ASI) is merging with another Subsidiary, a Subsidiary Guarantor (or ASI) shall be the continuing or surviving Person; provided further that when any US Subsidiary Guarantor is merging with another Subsidiary, the Guarantor continuing and surviving Person shall be the continuing or surviving Person;a US Subsidiary Guarantor; and (cb) any Subsidiary may Dispose of all or substantially all a substantial portion of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor (or ASI), then the transferee must either be the Company or a Subsidiary Guarantor; provided further that if the transferor in such a transaction is a US Subsidiary Guarantor, then the transferee must either be the Borrower Company or a US Subsidiary Guarantor; (c) any Subsidiary (other than ASI) that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrowers Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Company and (ii) in the case of any such merger to which any Loan Party (other than the Principal Borrower and Highwoods Realty Limited PartnershipCompany) or Guarantors may be merged into ASI is a party, such Loan Party or consolidated with any other Borrower or Guarantor so long ASI, as applicable, is the surviving entity is a Borrower or GuarantorPerson; and (e) all so long as no Default has occurred and is continuing or substantially all would result therefrom, any Subsidiary of the assets Company may merge into or all consolidate with any other 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 to which any Loan Party (other than the Equity Interests of Company) or ASI is a Subsidiary may be Disposed of to party, such Loan Party or ASI, as applicable, is the extent such Disposition is permitted pursuant to Section 7.05surviving corporation.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (c) any Immaterial Subsidiary may merge with any other Immaterial Subsidiary and any Foreign Subsidiary may merge with any other Foreign Subsidiary; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Subsidiary may be merged into or merged, consolidated with or otherwise disposed of pursuant to a Disposition permitted by Section 6.05; (e) any other Borrower Immaterial Subsidiary may be dissolved or Guarantor so long as liquidated; (f) the surviving entity is a Borrower or GuarantorTransactions and the NGM Reorganization may be effected; and (eg) all any Subsidiary may merge or substantially all consolidate with any Person pursuant to a Permitted Acquisition; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the assets Borrower and (ii) in the case of any such merger or all of consolidation involving a Guarantor, the Equity Interests of Person surviving such merger or consolidation shall be a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Guarantor.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Subsidiaries, provided that (A) when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person and (B) when any Rail Services Business Subsidiary is merging with another Subsidiary, such Rail Services Business Subsidiary shall be the continuing or surviving Person; (b) the Borrower may merge or consolidate with another corporation or entity which merger or consolidation merely effects the form or domicile of the Borrower without changing the respective holdings of capital stock in the Borrower (or in the surviving entity) by stockholders and pursuant to which all obligations of the Borrower in respect of this Agreement are and remain obligations of the surviving entity; and (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Guarantor; Subsidiary Guarantor and (dii) any of if the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity transferor in such transaction is a Borrower or Guarantor; and (e) all or substantially all of Rail Business Services Subsidiary, then the assets or all of the Equity Interests of transferee must be a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Rail Services Business Subsidiary.

Fundamental Changes. MergeMerge into, dissolveor consolidate into, liquidate, consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all all, or substantially all all, of its assets (in each case, whether now owned or hereafter acquired) to or in favor any line of business or all, or substantially all, of the stock of any Personof its Subsidiaries (in each case, except whether now owned or hereafter acquired) or liquidate or dissolve (including, in each case, pursuant to a division of a limited liability company); provided, that, so long as if, at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom: Event of Default shall have occurred and be continuing, (ai) the Borrower or any Borrower Subsidiary may merge with a Person pursuant to a Permitted Acquisition if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any other Borrower Subsidiary may merge into another Subsidiary, provided, that, if any party to such merger is a Guarantor, the Guarantor shall be the surviving Person or the surviving Person shall become a Guarantor concurrently with the consummation of such merger, (iii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets or any line of business or stock of any of its Subsidiaries to any other Borrower; Loan Party, (biv) any Subsidiary may merge with (i) a Borrower, provided liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower shall be and is not materially disadvantageous to the continuing Lenders, provided, that, in the case of this clause (iv), if the Subsidiary liquidating or surviving Persondissolving is a Guarantor, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) shall be distributed to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers Guarantor (other than the Principal Borrower Holdings), and Highwoods Realty Limited Partnership(v) any Subsidiary listed on Schedule 7.3 may liquidate or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05dissolve.

Fundamental Changes. (a) Merge, dissolve, liquidate, consolidate with or into another any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, ; except that, so long as no Default exists or would result therefrom: (ai) any Subsidiary of the Company may merge or consolidate with (A) the Company, provided that the Company is a Borrower at such time and shall be the continuing or surviving Person; (B) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) that is a BorrowerDomestic Subsidiary, provided that such Borrower shall be the continuing or surviving Person, or ; (iiC) any one or more other SubsidiariesSubsidiary Guarantors, provided that when any Guarantor is merging with another Subsidiary, the such Subsidiary Guarantor shall be the continuing and surviving person; (D) any Acquired Party, so long as the survivor of such merger or surviving Personconsolidation is a Subsidiary Guarantor and (E) any other Person to the extent the same is done in connection with a Disposition of a Subsidiary pursuant to a transaction permitted under Section 7.05(l); (cii) any Foreign Subsidiary of the Company may merge or consolidate with any other Foreign Subsidiary; (iii) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the any Borrower that is a Domestic Subsidiary or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Subsidiary Guarantor; and (eiv) any Foreign Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other Foreign Subsidiary; and (v) the assets Company may merge, dissolve, liquidate, consolidate with or all into another Person in connection with a Public Offering Transaction if (A) the Company is the surviving Person, or (B) the surviving Person is not the Company, provided that (x) the Administrative Agent and each Lender expressly approves such Person and such transaction, such approval not to be unreasonably withheld, conditioned or delayed and (y) such Person expressly assumes, in a writing executed and delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the due and punctual payment of the Equity Interests principal of a Subsidiary and interest on the Loans and the performance of the other obligations under this Agreement and the other Loan Documents on the part of the Company and delivers such other documentation (including legal opinions) as the Administrative Agent may be Disposed reasonably request; (b) Change its name as it appears in official filings in the state or other jurisdiction of its incorporation or other organization; change its chief executive office, principal place of business, corporate offices, or the location of its records concerning the Collateral; change the type of entity that it is; change its organizational identification number, if any, issued by its state or other jurisdiction of incorporation or other organization; or change its state or other jurisdiction of incorporation or organization, in each case, without at least thirty (30) days prior written notice to the extent Administrative Agent (or such Disposition is permitted pursuant shorter period as the Administrative Agent may, in its sole discretion, agree to Section 7.05in writing) and provided that any reasonable action requested by the Administrative Agent in connection therewith, including to continue the perfection of any Liens in favor of the Administrative Agent in any Collateral, has been or shall be completed or taken within fifteen (15) days after the Administrative Agent’s request therefor.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: permit any Subsidiary Guarantor to do any of the foregoing provided that (a) any Borrower Subsidiary Guarantor may merge with or consolidate with, or dispose of all or substantially all of its assets to or in favor of the Company or any other Borrower Subsidiary Guarantor; (b) any Subsidiary Guarantor with assets having a book value of less than $1,000,000 may liquidate, dissolve or merge or consolidate with the Company or any other Subsidiary Guarantor of the Company, so long as, in the cases of clauses (a) and (b) above, if the Company is party to any such transaction, it shall be the surviving or continuing Person after the consummation thereof; and (c) the Company may merge or consolidate with, or Dispose of all or substantially all of its assets to or in favor of any other Borrower; (b) any Subsidiary may merge with Person so long as (i) a Borrower, provided that either (A) the Company is the surviving or continuing Person after such Borrower shall be merger or consolidation or (B) the surviving or continuing Person after such merger or surviving Personconsolidation, or the Person to which such Disposition is made, as the case may be, is incorporated or organized under the laws of any State of the United States and such corporation expressly assumes all obligations of Company under this Agreement and the other Note Documents pursuant to written agreements reasonably satisfactory to the Administrative Agent, (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiaryafter giving effect to such transaction, the Guarantor shall be Company or such other corporation, as the continuing or surviving Person; (c) any Subsidiary case may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) be, has a Consolidated Net Worth at least equal to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any Consolidated Net Worth of the Borrowers Company prior to giving effect to such transaction, (other than iii) no Default or Event of Default has occurred and is continuing either prior to or after giving effect to such transaction and (iv) prior to and after giving effect to such transaction, the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated Company is in compliance with any other Borrower or Guarantor so long as the surviving entity is financial covenants set forth under Section 6.14 hereto on a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05pro forma basis.

Fundamental Changes. Merge, dissolve, liquidate, Merge or consolidate with or into another Personany Person or liquidate, wind-up or dissolve itself, or Dispose of (whether in one transaction permit or in a series of transactions) suffer any liquidation or dissolution or sell all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personassets, except thatexcept, that so long as no Default or Event of Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose Solvent Subsidiary of all or substantially all of its assets to any other Borrower; (b) any Subsidiary TTI may merge with (i) a Borrower, TTI provided that such Borrower TTI shall be the continuing or surviving Personcorporation, or (ii) with any one or more other SubsidiariesSolvent Subsidiaries of TTI (provided that if either party to such merger is a Guarantor, the surviving entity shall be a Guarantor), and (iii) with any joint ventures, partnerships and other Persons, so long as such joint ventures, partnerships and other Persons will, as a result of making such merger and all other contemporaneous related transactions, become a wholly owned Subsidiary of TTI; provided that when any Guarantor wholly-owned Material Subsidiary of TTI is merging with into another SubsidiarySubsidiary of TTI, the Guarantor wholly-owned Material Subsidiary of TTI shall be the continuing or surviving Person; (cb) any Subsidiary of TTI may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower TTI or to another Subsidiaryany of its Solvent Subsidiaries that is a Guarantor; provided that if when any wholly-owned Subsidiary of TTI is selling all or substantially all of its assets to another Subsidiary of TTI, the transferor Subsidiary acquiring such assets shall be a wholly-owned Subsidiary of TTI; (c) on and prior to the TTI Closing Date, ALT and its Subsidiaries (other than any member of the TTI Group) may merge or consolidate with other Persons to the extent permitted under Section 5.6 of the Existing ALT Credit Agreement, as in such a transaction is a Guarantor, then effect on the transferee must either be the Borrower or a Guarantordate hereof; (d) any of the Borrowers Dispositions permitted under Sections 7.04(a), (other than the Principal Borrower c) and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor(d); and (e) all or substantially all [Teledyne to describe specific elements of the assets or all of the Equity Interests of a Subsidiary may Spinoff that need to be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05permitted].

Fundamental Changes. Merge(a) Change its legal name or change its form or state of formation or organization, dissolvein each case, without giving Agent at least 10 days prior written notice (or such lesser period as Agent may agree in its sole discretion) and taking such actions as Agent may reasonably request with respect thereto to continue the creation and perfection of Agent’s Liens in any Collateral or the enforceability of the Loan Documents; (b) liquidate, wind up its affairs or dissolve itself; (c) consummate or unwind a Division; (d) effect a Disposition of substantially all its assets; or (e) merge, combine or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, in each case whether in a single transaction or series of related transactions, except that(i) for mergers or consolidations of a wholly-owned Obligor or Restricted Subsidiary with another wholly-owned Obligor or Restricted Subsidiary, provided, that (A) with respect to any merger or consolidation involving a Borrower, a Borrower is the surviving person in such merger or consolidation and (B) with respect to any merger or consolidation involving a Guarantor (unless clause (A) also applies, in which case such clause shall govern), such Guarantor is the surviving person in such merger or consolidation, (ii) Permitted Acquisitions, (iii) Specified IPO Event Transactions, provided that with respect to any merger or consolidation involving an Obligor, the Obligor is the surviving person in such merger or consolidation, and (iv) any non-Obligor Restricted Subsidiary may liquidate or dissolve so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its remaining assets are transferred to any other Borrower; (b) any another non-Obligor Restricted Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) an Obligor and any of the Borrowers Obligor (other than the Principal Borrower and Highwoods Realty Limited PartnershipCompany) may liquidate or Guarantors may be merged into or consolidated with any other Borrower or Guarantor dissolve so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all any remaining assets of the assets or all of the Equity Interests of a Subsidiary may be Disposed of such Obligor are transferred to the extent such Disposition is permitted pursuant to Section 7.05another Obligor.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefromprior to and/or after giving effect thereto: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (ix) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (iiy) any one or more other Restricted Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person, and provided, further that, in the case of both clause (x) and (y), any Subsidiary which is an Unrestricted Subsidiary at the time of the applicable merger (1) must meet the criteria set forth in the definition of “Restricted Subsidiary” for conversion to a Restricted Subsidiary immediately prior to the occurrence of the applicable merger and (2) shall be treated in all respects as a Restricted Subsidiary during all periods of determination for purposes of calculating Consolidated EBITDA; (cb) the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or to another Restricted Subsidiary; provided that (i) if the transferor in such a transaction is the Borrower, then the transferee must be a Guarantor and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (c) Dispositions in accordance with the terms of Section 7.05; and (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors Permitted Acquisition permitted by Section 7.07 may be merged into structured as a merger, consolidation or consolidated with any other Borrower or Guarantor amalgamation, so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of a Loan Party is the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05surviving Person.

Fundamental Changes. Merge, dissolve, consolidate or enter into any similar combination with any other Person or liquidate, consolidate wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into another Person, the Borrower (provided that the Borrower will be the continuing or Dispose of surviving entity) and (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (aii) any Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or consolidated with or into any other Subsidiary Guarantor (provided that the Subsidiary Guarantor will be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity will become a Subsidiary Guarantor and the Borrower or may Dispose of all or substantially all of its assets to any other Borrowerwill comply with Section 7.13 in connection therewith); (b) any Subsidiary may merge with (i) a Borrowerany Non-Guarantor Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any non Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated into, any Subsidiary of the Borrower (provided that if any party to such Borrower shall merger, amalgamation or consolidation is a Domestic Subsidiary, the Domestic Subsidiary will be the continuing or surviving Personentity; provided further, that if any party to such merger, amalgamation or (ii) any one or more other Subsidiaries, provided that when any Guarantor consolidated is merging with another a Material First Tier Foreign Subsidiary, the Guarantor shall Material First Tier Foreign Subsidiary will be the continuing or surviving Personentity); (c) any Subsidiary of the Borrower may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to another any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition will not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary; (e) dispositions permitted pursuant to Section 8.5; (f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor will be the continuing or surviving entity, or (ii) simultaneously with such transaction, the continuing or surviving entity will become a Subsidiary Guarantor and the Borrower will comply with Section 7.13 in connection therewith; and (g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that if (i) in the transferor in such case of a transaction is merger involving the Borrower or a Subsidiary Guarantor, then the transferee must either continuing or surviving Person will be the Borrower or such Subsidiary Guarantor, and (ii) in the case of a merger involving the Borrower or a Wholly-Owned Subsidiary of the Borrower (other than a Subsidiary Guarantor), the continuing or surviving Person will be the Borrower or a Guarantor; (d) any Wholly-Owned Subsidiary of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05Borrower.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more Domestic Subsidiaries or (iii) any joint venture, partnership or other SubsidiariesPerson, so long as such joint venture, partnership and other Person will, as a result of making such merger and all other contemporaneous related transactions, become a Domestic Subsidiary, provided (in the case of clauses (ii) and (iii)) that (y) (subject to clause (z) below) when any wholly-owned Subsidiary is merging with another Subsidiary or any Person (other than the Borrower), the wholly-owned Subsidiary shall be the continuing or surviving Person, and (z) when any Guarantor is merging with another SubsidiarySubsidiary or any Person, the Guarantor shall be the continuing or surviving Person; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another a Domestic Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (c) any Foreign Subsidiary may merge into and may transfer assets to another Foreign Subsidiary; (d) any of the Borrowers (other than Permitted Liquidation Subsidiaries may liquidate in connection with transactions permitted by that certain consent letter dated August 9, 2002 from the Principal Borrower to the Agent and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as consented to by the surviving entity is a Borrower or GuarantorRequired Lenders; and (e) the Borrower may liquidate or dissolve one or more Subsidiaries, or sell all or substantially all of the assets of one or all more Subsidiaries, during a fiscal year so long as the aggregate book value of the Equity Interests of a Subsidiary may be Disposed of to Subsidiaries liquidated or dissolved or assets sold during such fiscal year does not exceed the extent such Disposition is permitted pursuant to Section 7.05Threshold Amount.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) Enter into any Borrower may merge with any other merger, consolidation or amalgamation in which (i) the Borrower or may Dispose a Guarantor is not the surviving entity, or (ii) if any Guarantor merges with the Borrower, the Borrower is not the surviving entity, or (iii) any Person merges, consolidated or amalgamates with and into any Guarantor and (except as set forth in the preceding clause ‎(a)‎(ii)) the surviving entity is not a Guarantor or does not become an Additional Guarantor in accordance with the provisions of ‎Section 5.5(b). (b) Enter into any merger, consolidation or amalgamation of the Borrower whereby the Borrower’s Consolidated Net Worth less its tangible assets immediately after giving effect to any such transaction would be less than the Borrower’s Consolidated Net Worth less its tangible assets immediately prior to any such transaction. (c) Sell, assign, lease, transfer or otherwise dispose of all or substantially all of its assets to the Borrower’s or any Guarantor’s business or Property, other Borrower; (b) than any Subsidiary may merge with sale, assignment, lease, transfer or other disposition of Property (i) by the Borrower to (A) any Guarantor or (B) or any other Person that substantially concurrently with such sale, assignment, lease, transfer or other disposition of the business or Property of a Borrower, provided that such Borrower Guarantor shall be become an Additional Guarantor in accordance with the continuing or surviving Person, provisions of ‎Section 5.5(b) or (ii) by any one Guarantor of its business or more Property to (A) any other SubsidiariesGuarantor, (B) the Borrower, or (C) any other Person that substantially concurrently with such sale, assignment, lease, transfer or other disposition of the business or Property of a Guarantor shall become an Additional Guarantor in accordance with the provisions of ‎Section 5.5(b); provided that when any Guarantor is merging with another Subsidiarysale, the Guarantor shall be the continuing assignment, lease, transfer or surviving Person; (c) any Subsidiary may Dispose other disposition of all or substantially all of its assets (upon voluntary liquidation the Borrower’s or otherwise) any Guarantor’s business or Property to the Borrower or to another Subsidiary; provided any Subsidiary that if the transferor in such is not a transaction Guarantor that is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long immediately followed as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests part of a Subsidiary may be Disposed series of related transactions by another sale, assignment, lease, transfer or other disposition of such business or Property to the extent such Disposition is permitted pursuant to Section 7.05a Guarantor or another Person that substantially concurrently shall become a Guarantor shall not constitute a breach of this ‎Section 6.3(c).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, ; provided that such the Borrower shall be the continuing or surviving Person, or (ii) any one or more Domestic Subsidiaries or (iii) any joint venture, partnership or other SubsidiariesPerson, provided so long as such joint venture, partnership and other Person will, as a result of making such merger and all other contemporaneous related transactions, become a Domestic Subsidiary, provided, further, (in the case of clauses (ii) and (iii)) that when any Guarantor is merging with another SubsidiarySubsidiary or any other Person, either (A) the Guarantor shall be the continuing or surviving PersonPerson or (B) the continuing or surviving Person shall (prior to or simultaneously with such merger) deliver to the Administrative Agent (1) a Facility Guaranty and (2) all other documents required of Significant Subsidiaries pursuant to Section 7.12; (cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another a Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (c) any Foreign Subsidiary may merge into and may transfer assets to another Foreign Subsidiary; (d) with respect to any Subsidiary (the “Specified Subsidiary”) whose principal assets are a warehouse and office space (if any) located on the same site as such warehouse, then the owner of the Borrowers (other than stock in such Specified Subsidiary may sell the Principal Borrower and Highwoods Realty Limited Partnership) stock of such Specified Subsidiary, or Guarantors such Specified Subsidiary may be merged into sell all or consolidated with any other Borrower or Guarantor so long as the surviving entity is substantially all of its assets to a Borrower or Guarantorpurchaser, in each case at fair market value; and (e) the Borrower may liquidate or dissolve one or more Subsidiaries, or sell all or substantially all of the assets or all shares of one or more Subsidiaries, during a fiscal year so long as the aggregate book value of the Equity Interests of a Subsidiary may be Disposed of to the extent Subsidiaries liquidated or dissolved or assets or shares sold during such Disposition is permitted pursuant to Section 7.05fiscal year does not exceed $200,000,000.

Fundamental Changes. MergeNo Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another PersonPerson or reorganize itself in any non-U.S. jurisdiction, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge or consolidate with (i) a the Borrower, provided that such the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Subsidiaries, provided provided, that when any Grantor or Subsidiary Guarantor is merging with another Subsidiary, the Guarantor a Grantor or Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person; (cb) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Grantor or Subsidiary Guarantor, then the transferee must either be the Borrower a Grantor or a Subsidiary Guarantor, as applicable and (ii) if the property subject to such Disposition includes any Borrowing Base Property, then, upon consummation of such Disposition such property shall either continue to qualify as a Borrowing Base Property or shall have been removed as a Borrowing Base Property pursuant to a Release Transaction in accordance with the provisions of Section 2.18(c); (c) Dispositions that are permitted under Section 7.05, and Investments that are permitted under Section 7.02, shall be permitted under this Section 7.04; provided, that in the case of any Disposition made in connection with a merger or consolidation, such transaction must also be permitted pursuant to Section 7.04(a) or 7.04(d), as applicable; and (d) any of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) Any Subsidiary may merge or Guarantors may be merged into or consolidated consolidate with any other Borrower Person that is not a Subsidiary in connection with an Investment permitted under Section 7.02 or Guarantor so long as a Disposition permitted under Section 7.05; provided that (i) in the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests case of a merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving Person and (ii) in the case of any merger or consolidation involving a Grantor or a Subsidiary may Guarantor and not involving the Borrower, either (x) the continuing or surviving Person shall cease to be Disposed of to a Subsidiary or (y) the extent such Disposition is permitted pursuant to Section 7.05continuing or surviving Person must be a Grantor or a Subsidiary Guarantor, as applicable (or become a Grantor or a Subsidiary Guarantor, as applicable, upon the consummation thereof).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with (i) a the Borrower, ; provided that such the Borrower shall be the continuing or surviving Person and (ii) any Subsidiary; provided that (A) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person, or (iiB) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Guarantor and (C) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(g)(A)); (c) the Borrower or any Guarantor may effect any Permitted Acquisition or any other Investment permitted by Section 7.02(k) or (o); provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person;Person and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor; and (cd) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Borrower or to another a Guarantor, or (ii) if the transferor is not a Guarantor, to any other Subsidiary; provided in each case that (A) if the transferor in such a transaction is a Guarantorwholly-owned Subsidiary, then the transferee must either be the Borrower or a Guarantor; wholly-owned Subsidiary, and (dB) any of to the Borrowers (other than extent that the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other transferee is not the Borrower or Guarantor a wholly-owned Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 7.05 and shall be permitted under this Section 7.04 so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition it is permitted pursuant to by any clause of Section 7.057.05 other than Section 7.05(g).

Fundamental Changes. Merge, dissolveconsolidate or amalgamate, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;property or business, except that: (ba) the Guarantor or any Subsidiary of its Subsidiaries may merge merge, amalgamate or consolidate with any Person; provided that (iA) in the case of any merger, amalgamation or consolidation involving a Borrower, provided that such Borrower shall be the continuing or surviving Personcorporation; (B) in the case of any merger, amalgamation or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiaryconsolidation involving the Guarantor, the Guarantor shall be the continuing or surviving Personcorporation, (C) in the case of any merger or consolidation involving a Material Group Member, the continuing or surviving entity shall be a Material Group Member; and (D) in the case of any merger or consolidation involving a Broker-Dealer Subsidiary, the continuing or surviving entity shall be a Broker-Dealer Subsidiary; (cb) any Subsidiary of the Guarantor (except any Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwisei) to the Borrower Guarantor or to another any Subsidiary; provided that if (A) in the transferor in case of any such a transaction is a GuarantorDisposition by any Material Group Member, then the transferee must either entity shall be a Material Group Member, (B) in the Borrower case of any such Disposition by any Broker-Dealer Subsidiary, the transferee entity shall be a Broker-Dealer Subsidiary, and (C) in the case of any such Disposition by any Subsidiary of a Borrower, the transferee entity shall be a Subsidiary of such Borrower, or (iii) pursuant to a GuarantorDisposition permitted by Section 6.5; (c) any Investment expressly permitted by Section 6.8 may be structured as a merger, consolidation or amalgamation; and (d) any Subsidiary of the Borrowers Guarantor (other than a Borrower) may liquidate, wind up or dissolve or change its legal form if (i) the Principal Guarantor determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of the Guarantor and is not materially disadvantageous to the Lenders and (ii) if such Subsidiary is a Subsidiary of a Borrower, such Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of such Borrower and Highwoods Realty Limited Partnership) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of not materially disadvantageous to the extent such Disposition is permitted pursuant to Section 7.05Lenders.