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 Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party.

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 Subsidiary of the Parent Borrower (i) may merge with the Parent Borrower; provided that a Borrower shall be the continuing or surviving Person, (ii) may merge with or into any one or more other Subsidiaries; provided that when any Loan Party is merging with another Subsidiary that is not a Loan Party, such Loan Party shall be the continuing or surviving Person or (iii) may be converted into a limited liability company or limited partnership; provided that if the Subsidiary is a Loan Party, the limited liability company or limited partnership shall be organized under the laws of the United States of America or any State thereof; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or, except in the Borrower or case of ABL Priority Collateral, to another Loan Party; (bc) 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 the Parent Borrower or (ii) to a Loan Partyany Subsidiary; (cd) in connection with any Permitted Acquisitionacquisition permitted under Section 7.03, any Subsidiary of the a Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the a Borrower and (ii) in the case of any such merger to which any Loan Party (other than the BorrowerBorrowers) is a party, such Loan Party is the surviving Person shall be or become a Loan Party; andPerson; (de) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower Borrowers and any of its their respective 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 case of any such merger to which the a Borrower is a party, the a Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the a Borrower) is a party, such Loan Party is the surviving Person shall corporation; (f) any Disposition permitted by Section 7.05 may be structured as a sale of all or become substantially all of the Equity Interests of a Loan PartySubsidiary; and (g) any Subsidiary which has no assets to distribute to its equityholders may be dissolved.

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 Loan Party Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Designated Borrower is merging with another Subsidiary, a Designated Borrower shall be the continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Loan Party; (b) any Subsidiary Subsidiary; provided that if the transferor in such a transaction is not a Loan Party may dispose of all Designated Borrower, then the transferee must either be the Company 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 PartyDesignated Borrower; (c) in connection with any Permitted Acquisition, any Subsidiary (other than a Loan Party or a Material Subsidiary) may merge, dissolve, liquidate, consolidate with or into another Person subject to compliance with Section 7.11, if applicable, or Dispose of the (whether in one transaction or in a series of transactions) all or substantially all of its assets (upon voluntary liquidation or otherwise) (whether now owned or hereafter acquired) to or in favor of any Person; and (i) a Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (iincluding a Material Subsidiary) so long as such Borrower is the Person surviving entity and such merger shall be a wholly-owned Subsidiary of the Borrower complies with Section 7.11, if applicable; and (ii) in the case of a Material Subsidiary may merge with any such merger to which any Loan Party other Person (other than the a Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Material Subsidiary is the surviving corporation entity and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a partycomplies with Section 7.11, the surviving Person shall be or become a Loan Partyif applicable.

Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all merge or substantially all of its assets amalgamate with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all merge or substantially all its assets (including amalgamate into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to into a Loan PartyBorrower, provided that in any merger or amalgamation involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and any CFC that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries not a Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, CFC that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become not a Loan Party.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of the foregoing) (whether including, in one transaction or in each case, pursuant to a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonDivision), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to into a Loan PartyBorrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and any CFC that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries not a Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, CFC that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become not a Loan Party.

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 Subsidiary may merge with, or be liquidated, wound up or dissolved into (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary that is not a Loan Party, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (bc) 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 which is not a Loan Party or (ii) to a Loan Party;; and (cd) in connection with any Permitted Acquisition, 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 provided, except in the case of a Disposition of a Subsidiary otherwise permitted by Section 6.04, that (i) the Person surviving such merger shall be a wholly-wholly owned Subsidiary of the Borrower; provided, however, that in each case, immediately after giving effect thereto, (x) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation, and (iiy) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partycorporation.

Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any of its Subsidiaries 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, 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 (except as permitted by Section 7.6) or in favor all or substantially all of the Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, except that, so long as no Default exists or would result therefrom: (aii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another a Subsidiary Loan Party;, and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower. (b) any Subsidiary that is The Borrower will not, and will 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or consolidate with to, engage in 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (business other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPermitted Business.

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 Subsidiary may merge or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that when any Loan Party is merging with another Subsidiary (which may be another Loan Party), the continuing or surviving Person shall be a Loan Party; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (bc) any Subsidiary that is not a Loan Party may dispose Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidationupon voluntary liquidation or otherwise) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries Subsidiary 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) thereto, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger or consolidation to which any Loan Party (other than the Borrower) is a party, (i) a Loan Party is the surviving Person or (ii) such merger or consolidation otherwise complies with Section 7.03; (e) the Borrower may merge with any other Person organized under the Laws of the United States, any State thereof or the District of Columbia, but only so long as (i) the Borrower is the continuing or surviving Person or (ii) if the Borrower is not the continuing or surviving Person, (A) such merger effects a re-domestication of the Borrower’s jurisdiction of formation, (B) each of the Re-Domestication Requirements shall have been satisfied and (C) at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing; (f) Dispositions permitted by Section 7.05 (other than (i) Dispositions permitted by Section 7.05(e)(i) and (ii) Dispositions of all or become a Loan Partysubstantially all assets of the Borrower and its Subsidiaries pursuant to Section 7.05(g)); and (g) subject to Section 7.14, the Borrower or any of its Subsidiaries may effect any transactions contemplated by the Separation.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, Person (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to, or immediately after giving effect to, any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any Wholly Owned Subsidiary is merging with another Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving Person; (b) any Loan Party or any Subsidiary that which is not a Loan Party may dispose of all merge with or substantially all its assets (including into any Disposition that other Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) if such Subsidiary is a Wholly Owned Subsidiary of a Loan Party, the Person surviving such merger shall be a wholly-owned Wholly Owned Subsidiary of the Borrower a Loan Party and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and any CFC that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries not a Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, CFC that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become not a Loan Party.

Fundamental Changes. Merge, dissolve, liquidate, liquidate or consolidate with or into another Person; provided that, notwithstanding the foregoing provisions of this Section 8.04, (a) the Borrower may merge or Dispose of (whether in one transaction or in a series of transactions) all or substantially all consolidate with any of its assets Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (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: (ab) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, any Subsidiary of other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) the Borrower or any of its Subsidiaries may merge 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 Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which if the Borrower is a partyparty to such transaction, the Borrower is the continuing or surviving corporation and (ii) in the case of any such merger to which any if a Loan Party (other than the Borrower) Borrower is a partyparty to such transaction, (x) such Loan Party is the continuing or surviving corporation or (y) the surviving Person shall be or become corporation becomes a Loan PartyParty immediately upon the effectiveness of such transaction, and (f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

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, except in each case, pursuant to a Delaware LLC Division); provided that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and 6.14, and so long as no Default exists or would result therefrom: , (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that, the Borrower shall be the continuing or surviving corporation, (b) subject to the proviso in clause (a), any Loan Party may Dispose of all merge or substantially all of its assets consolidate with any other Loan Party, (upon voluntary liquidation c) any Foreign Subsidiary may be merged or otherwiseconsolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) to any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) the Borrower or to another Loan Party; (b) any Subsidiary may merge with any Person 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; (c) in connection with a Permitted Acquisition provided that, if such Permitted Acquisition involves the Borrower, the Borrower shall be the continuing or surviving corporation and if such Permitted Acquisition involves any Permitted Acquisitionother Loan Party, such Loan Party shall be the continuing or surviving corporation, (f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if such Subsidiary is inactive or holds assets 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 a de minimus value, (ig) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries Subsidiary may merge into or consolidate with make 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Permitted Investments and (iih) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyand any Subsidiary may make any Disposition permitted under 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 Subsidiary or Controlled JV Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries or Controlled JV Subsidiaries, provided that when any Subsidiary is merging with a Controlled JV Subsidiary, such Subsidiary shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan PartyParty (other than the Parent); (bc) any Subsidiary or Controlled JV 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 or Controlled JV Subsidiary that is not a Loan Party or (ii) to a Loan Party;; and (cd) in connection with any Permitted AcquisitionInvestment, hotel property or other asset owned by a Subsidiary or JV Subsidiary, or the direct or indirect Equity Interests of any Subsidiary of the Borrower or JV Subsidiary, may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itbe Disposed of; provided provided, however, that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (iix) in the case of any such merger to or consolidation in which any Loan Party (other than the Borrower) is a party, the surviving Person shall be Parent or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is Parent or Borrower, as the case may be, shall be the surviving corporation entity, and (iib) in the case no event shall Parent or Borrower dissolve or liquidate or Dispose of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be all or become a Loan Partysubstantially all of its assets.

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 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: that (a) the Borrower may merge or consolidate with any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Subsidiaries; provided that the Borrower shall be the continuing or to another Loan Party; surviving Person, (b) any Subsidiary may be merged or consolidated with or into any other Subsidiary; provided that if such merger or consolidation is with respect to a Subsidiary that is not a Loan Party, then either such Loan Party shall be the continuing or surviving Person or such surviving Person shall become a Loan Party may dispose of all promptly after such merger 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; consolidation, (c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itPerson; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which if the Borrower is a partyparty to such transaction, the Borrower is the continuing or surviving corporation Person and (ii) in if such Subsidiary is a Loan Party, then either such Loan Party shall be the case of any continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger to which or consolidation and (d) any Loan Party Subsidiary (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

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) subject to Section 7.04(e), any Subsidiary (other than the Foreign Borrower) may merge with (i) the Domestic Borrower; provided that the Domestic Borrower shall be the continuing or surviving Person, (ii) the Foreign Borrower; provided that the Foreign Borrower shall be the continuing or surviving Person or (iii) any one or more other Subsidiaries (other than the Foreign Borrower); provided that when (x) any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person or the continuing or surviving Person shall thereupon become a Loan Party and (y) any Domestic Subsidiary is merging with another Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Domestic Borrower or to another Loan Party; (bc) 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; (cd) in connection with any Permitted Acquisitionacquisition permitted under Section 7.03, any Subsidiary of the Domestic Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned wholly‑owned Subsidiary of the Domestic Borrower, (ii) in the case of any such merger involving the Foreign Borrower, the Foreign Borrower shall be the surviving Person, and (iiiii) in the case of any such merger to which any Loan Party (other than the Foreign Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (de) so long as no Default has occurred and is continuing or would result therefrom, each any Subsidiary of the Domestic Borrower and any of its 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 case of any such merger to which the Foreign Borrower is a party, the Foreign Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Foreign Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan Partycorporation.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; and (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to into a Loan Party;Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; and (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

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 Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party (other than Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (bc) 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; (cd) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be the Borrower or a wholly-owned Subsidiary of the Borrower and Borrower, (ii) in the case of any such merger to which any a Subsidiary of the Borrower that is a Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall and (iii) Borrower may not be or become a Loan Partymerged out of existence; and (de) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson.

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 Event of Default exists or would result therefrom: (ai) any Domestic Subsidiary may merge with Holdings or any other U.S. Loan Party (so long as Holdings or such U.S. Loan Party, as the case may be, shall be the continuing or surviving Person (and, so long as in the case of any merger involving a Borrower, a Borrower is the surviving Person)); (ii) any Foreign Loan Party may merge or amalgamate with or into any other Foreign Loan Party of the same Group; (iii) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may be merged or amalgamated with or into any Domestic Subsidiary or Foreign Subsidiary of Holdings (provided that in the case of any such merger or amalgamation involving a Loan Party, such Loan Party is the surviving Person and, in the case of any such merger or amalgamation involving a Domestic Subsidiary, such Domestic Subsidiary is the surviving Person); and (iv) any Subsidiary of Holdings that is not a Loan Party may merge into another Subsidiary of Holdings that is not a Loan Party; provided that, in the case of any of the foregoing clauses, if as a result thereof, Holdings owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger or amalgamation shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(g)(A)); (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)) may be consummated; (c) any Borrower or any Guarantor may effect any Permitted Acquisition; provided that (i) in any such transaction involving any Borrower, the relevant 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 of the same Group as the relevant Guarantor; and (i) any Domestic Subsidiary of Holdings (other than a Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Domestic Subsidiary of Holdings, (ii) any U.S. Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or to another any other U.S. Loan Party; , (biii) any Subsidiary that is not a Foreign Loan Party may dispose Dispose of all or substantially all of its assets (including any Disposition that is in the nature of a upon voluntary liquidation, dissolution or otherwise) to (i) another Subsidiary that is not a any other Foreign Loan Party of the same Group and (iv) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may Dispose of all or substantially all of its assets (iiupon voluntary liquidation, dissolution or otherwise) to a Loan Party; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Foreign Subsidiary of the Borrower and (ii) in the case Holdings or Domestic Subsidiary of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyHoldings.

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) of, all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom: (a) any Restricted Subsidiary may be merged, consolidated or be amalgamated (i) with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation), (ii) with or into any other Restricted Subsidiary (provided that if only one party to such transaction is a Secured Guarantor, the Secured Guarantor shall be the continuing or surviving corporation) or (iii) subject to Section 7.6(g), with or into any other Group Member; provided, that in the case of clauses (ii) and (iii) any Domestic Loan Party which holds any material assets, including Intellectual Property, that relates to any Core Business Segment may only merge, consolidate or be amalgamated with any other Domestic Loan Party; (b) any Group Member may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Loan Party or, subject to Section 7.6(g) (to the Borrower extent applicable), any other Group Member; provided, that, notwithstanding the foregoing, a Domestic Loan Party which holds any material assets, including Intellectual Property, that relates to any Core Business Segment may only Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another a Domestic Loan Party; (bc) any Restricted Subsidiary that is not a Loan Party may (i) merge or consolidate with or into any Restricted Subsidiary that is not a Loan Party or (ii) dispose of all or substantially all of its assets (including any Disposition that is in the nature of a voluntary liquidation) to (ix) another Restricted Subsidiary that is not a Loan Party or (iiy) to a Loan Party; (cd) in connection the Borrower, and any Restricted Subsidiary may enter into any merger, consolidation or similar transaction with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other another Person to merge into or consolidate with iteffect a transaction permitted under Section 7.6 and under this Agreement; provided that either (i) the Person Borrower or any Secured Guarantor is the surviving such merger shall be a wholly-owned Subsidiary of the Borrower and entity or (ii) in if the case of any such merger to which any Loan Party (other than transaction does not involve the Borrower) is a party, the surviving Person shall be or become a entity (if other than any Secured Guarantor) assumes all the obligations of such Secured Guarantor under the Loan PartyDocuments pursuant to agreements reasonably satisfactory to the Administrative Agent and the Collateral Agent; and (de) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person transactions permitted under Section 7.4 shall be or become a Loan Partypermitted.

Fundamental Changes. MergeEach Loan Party will not 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 Person, except that, so long as no Default exists or would result therefrom: (a) any Loan Party Subsidiary may Dispose merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries (other than an Excluded Subsidiary), provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; Subsidiary (b) any Subsidiary other than an Excluded Subsidiary); provided that if the transferor in such a transaction is not a Loan Party may dispose of all Wholly-Owned Subsidiary, then the transferee shall either be the Borrower 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 PartyWholly-Owned Subsidiary; (c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower Loan Parties 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 Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partymake Asset Sales permitted by Section 6.03; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries Spin-Off Transactions 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyconsummated.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to other than the Borrower may merge or to another consolidate with any other Loan Party; Party other than the Borrower, (bc) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary may merge with any Person 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; (c) in connection with any a Disposition permitted under Section 8.05 or a Permitted AcquisitionAcquisition provided that, 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 (i) the Person surviving if such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than transaction involves the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is shall be the continuing or surviving corporation corporation, and (iig) in the case of any Wholly Owned Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such merger to which any Loan Party (other than the Borrower) is dissolution, liquidation or winding up, as applicable, could not have a party, the surviving Person shall be or become a Loan PartyMaterial Adverse Effect.

Fundamental Changes. Merge, dissolve, divide, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to into a Loan PartyBorrower, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided provided, that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.12 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and any CFC that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries not a Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, CFC that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become not a Loan Party.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Excluded Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including merge with 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 Partyother Excluded Subsidiary; (c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (d) the Loan Parties may consummate the transactions contemplated by the Sxxxxxx Acquisition Agreement; and (e) in connection with any a Permitted Acquisition, any Subsidiary (other than an Excluded Subsidiary) of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

Fundamental Changes. MergeNo Loan Party shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) (i) any Loan Party (other than the Parent) or any Subsidiary which is a Loan Party may merge or consolidate with or into any other Subsidiary which is a Loan Party, provided that in any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving Person, and (ii) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan PartyParty other than the Parent; (b) any Loan Party may consummate any of following transactions, provided that such transaction is otherwise permitted as a Permitted Investment, Permitted Acquisition or Permitted Disposition: (i) any Subsidiary that which is not a Loan Party may dispose of all merge or substantially all its assets (including any Disposition consolidate with or into a Loan Party, provided that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party shall be the continuing or surviving Person and that any Indebtedness incurred as a result of such fundamental change is Permitted Indebtedness, and (ii) to a Loan Party; (c) in connection with any Permitted Acquisitionso long as no Default exists or would immediately result therefrom, any Subsidiary of the Borrower Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party is the surviving Person; and (c) any Guarantor (other than the BorrowerParent) may liquidate or dissolve or change its legal form if the Parent determines in good faith that such action is a party, in the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred best interests of the Parent and its Subsidiaries and is continuing or would result therefrom, each of not materially disadvantageous to the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyLenders.

Fundamental Changes. MergeSuch Credit Party will not, dissolveand will not permit any of its Subsidiaries that, liquidateindividually or in the aggregate, represent all or substantially all of the assets of Parent and its Subsidiaries taken as a whole to, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of Parent and its assets (Subsidiaries taken as a whole, in each case, whether now owned or hereafter acquired) to , or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom: shall have occurred and be continuing (ai) any Loan Person (other than the Company) may merge into a Credit Party in a transaction in which such Credit Party is the surviving entity, (ii) any Person (other than the Company), including any Affiliate, may merge with any Subsidiary of a Credit Party in a transaction in which the surviving entity is a Subsidiary of a Credit Party, (iii) any Subsidiary (other than the Company) of a Credit Party may Dispose sell, transfer, lease or otherwise dispose of its assets or stock to a Credit Party or to another Subsidiary of a Credit Party, (iv) any Subsidiary (other than the Company) of a Credit Party may liquidate or dissolve or any Credit Party or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of any assets if, in each case, such sale, transfer, lease or other disposition does not involve all or substantially all of the assets of Parent and its assets Subsidiaries taken as a whole, (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (bv) any Subsidiary that is not a Loan Credit 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may sell immaterial businesses, including Subsidiaries, in the ordinary course of business and (vi) any Subsidiary of a Credit Party formed for the purpose of acquiring a Person or a minority interest in any Person 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

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 No Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may will merge into or consolidate with any other Person Person, or permit any other Person to merge into or consolidate with it; provided , or liquidate or dissolve, except that (i) the Person surviving such Borrower and any Loan Party may engage in any merger shall be a wholly-owned Subsidiary of in which (A) the Borrower and or (B) (except in a merger involving the Borrower) such Loan Party other than the Borrower is the surviving entity, (ii) in the case of any such merger to which any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is the other Loan Party, (iii) any Loan Party, other than the Borrower, 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, and (iv) any Loan Party, other than the Borrower, may merge into, or consolidate with, any other Person; provided that (i) any such merger or consolidation is, or the purpose of which is, an investment or acquisition not prohibited by Section 6.09 or a partydisposition, sale or other transfer not prohibited by Section 6.05 and (ii) with respect to any merger or consolidation of any Loan Party (other than with respect to a disposition permitted by Section 6.05), the surviving Person shall be or become entity is a Loan Party; and. (db) so long as no Default has occurred and No Restricted Subsidiary that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may not a Loan Party will merge into or consolidate with any other Person that is not a Restricted Subsidiary, or permit any other Person that is not a Restricted Subsidiary to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of unless any such merger or consolidation is, or the purpose of which is to which the Borrower is effectuate, an investment or acquisition not prohibited by Section 6.09 or a partydisposition, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (sale or other than the Borrower) is a party, the surviving Person shall be or become a Loan Partytransfer not prohibited by Section 6.05.

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 Subsidiary may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, the Loan Party shall be the continuing or surviving Person; (b) 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 Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all , then the transferee must either be Borrower 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into with or (other than in the case of any Loan Party) consolidate with with, any other Person or permit any other Person to merge into or (other than in the case of any Loan Party) consolidate with it; provided, however, that in each case, immediately case after giving effect thereto (i) in the case of any such merger to which the Borrower a Loan Party is a party, the Borrower such Loan Party is the surviving corporation corporation; and (d) any Subsidiary of the Borrower may liquidate, sell, transfer or lease or otherwise dispose of all or substantially all of its assets so long as no Default has occurred and (ii) in is continuing or would result therefrom and such assets do not constitute Collateral or all or substantially all of the case assets of any such merger to which any Loan Party (other than the Borrower) is Borrower and its Subsidiaries, taken as a party, the surviving Person shall be or become a Loan Partywhole.

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 Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson.

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 Subsidiary may merge with (i) the Company; provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any 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; (bc) 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; (cd) in connection with any Permitted Acquisition, any Subsidiary of the Borrower 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 Borrower Company and (ii) in the case of any such merger to which any Loan Party (other than the BorrowerCompany) is a party, party and the surviving Person shall be or become other party is not a Loan Party; and, such Loan Party is the surviving Person; (de) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall Person; and (f) each Subsidiary which is not a Material Subsidiary may be dissolved, liquidated, or become a Loan Partyconsolidated with or into another Person.

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 provided, that, so long as no Default exists or would immediately result therefrom: (a) any Subsidiary may merge with: (i) the Borrower, provided, that, the Borrower shall be the continuing or surviving Person; or (ii) any one or more other Subsidiaries, provided, that, when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or to another Loan Party; (bc) 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 liquidationliquidation or dissolution) to to: (i) another Subsidiary that is not a Loan Party Party; or (ii) to a Loan Party; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, in each case, in a transaction permitted by Section 7.03 or Section 7.05 (other than by reference to this Section 7.04 (or any sub-clause hereof)); provided, howeverthat, that in each case, immediately after giving effect thereto thereto: (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Person, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person Person; (e) upon notice to the Administrative Agent, any Subsidiary may merge with or into a newly-created Subsidiary which is incorporated, formed or otherwise organized pursuant to the laws of the State of Delaware, solely for the purpose of reorganizing the previously existing Subsidiary under the laws of the State of Delaware; provided, that, in each case, if any party to such merger is a Guarantor, the surviving Subsidiary shall be or become a Guarantor if otherwise required by Section 6.13; and (f) any Loan PartyParty (other than the Borrower) or any Subsidiary may split or otherwise divide into two or more Persons; provided, that, in each case, if any such division is of a Guarantor, the Persons resulting from such division shall become Guarantors if otherwise required by Section 6.13.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Partyinto the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower a Loan Party and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and any CFC that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries not a Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, CFC that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become not a Loan Party.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to other than the Borrower may merge or to another Loan Party; (b) consolidate with any Subsidiary that is not a other Loan Party may dispose of all or substantially all its assets (including any Disposition that is in other than the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; Borrower, (c) in connection any Foreign Subsidiary may be merged or consolidated with or into any Permitted AcquisitionLoan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary of the Borrower may merge into or consolidate with any other Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or permit any other Person to merge into or consolidate with it; a Permitted Acquisition provided that (i) that, if such transaction involves the Person surviving such merger Borrower, the Borrower shall be a wholly-owned the continuing or surviving corporation, (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect and (iih) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge enter 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPermitted Disposition.

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: (ai) any Loan Party (other than the Borrower) may be merged into, consolidated with, or amalgamated with any other Loan Party, and (ii) any wholly-owned Subsidiary of any Loan Party may be merged into such Loan Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (bc) any Subsidiary that is not a Loan Party may be merged into, consolidated with, or amalgamated with, or may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) with or to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;; and (cd) in connection with any Permitted Acquisitionacquisition permitted under Section 7.03, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower may merge or to another Loan Party; consolidate with any Subsidiary, provided that the Borrower shall be the continuing or surviving corporation, (b) any Subsidiary may merge or consolidate with any other Subsidiary, provided that (i) if a Guarantor is a party thereto, then a Guarantor shall be the continuing or surviving corporation and (ii) if a Guarantor is not a party thereto and a Domestic Subsidiary is a party thereto, then a Domestic Subsidiary shall be the continuing or surviving corporation, (c) any Subsidiary may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05, (d) the Borrower or any Subsidiary may dispose of all or substantially all its assets (including merge with any Disposition that is in the nature of a liquidation) to (i) another Subsidiary Person that is not a Loan Party or (ii) to a Loan Party; (c) in connection with any a Permitted AcquisitionAcquisition provided that, 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 (i) the Person surviving if such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than transaction involves the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is shall be the continuing or surviving corporation corporation, and (iie) in the case of any Wholly Owned Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such merger to which any Loan Party (other than the Borrower) is dissolution, liquidation or winding up, as applicable, could not have a party, the surviving Person shall be or become a Loan PartyMaterial Adverse Effect.

Fundamental Changes. MergeThe Borrower will not, and will not permit any of its Subsidiaries to, 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 Loan Party Subsidiary may merge or consolidate with or into (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan PartySubsidiary; provided that 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; (bc) the Borrower or any Subsidiary may merge with any Person in a transaction that would be an acquisition that is permitted under this Agreement; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Subsidiary is a party to such merger, such Subsidiary shall be the continuing or surviving Person; and (d) any Subsidiary that is not a Loan Party Subsidiary Guarantor 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyassets.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to other than the Borrower may merge or to another consolidate with any other Loan Party; Party other than the Borrower, (bc) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Domestic Subsidiary which is not a Loan Party may dispose of all be merged or substantially all its assets consolidated with or into a Loan Party, (including f) any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that which is not a Loan Party may dissolve or (ii) liquidate itself; provided that prior to such dissolution or liquidation, such Subsidiary transfer all of its assets to a Loan Party; Party and (cg) any Subsidiary which is created solely to be used as an acquisition vehicle for a specific Acquisition may be merged or consolidated with or into another Person in connection with any a Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person of such merger or consolidation shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of Party pursuant to the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyterms hereof.

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 (any such event being a “Fundamental Change”), or permit any Subsidiary to do so, except that, so long as no Default exists or would result therefrom: (ai) any Loan Party Subsidiary may merge or consolidate with or into (A) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (B) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (ii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan PartySubsidiary; provided that 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; (biii) the Borrower or any Subsidiary may merge with any Person in a transaction that would be an acquisition that is permitted under this Agreement; provided that (A) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (B) if any Subsidiary is a party to such merger, such Subsidiary shall be the continuing or surviving Person; and (iv) any Subsidiary that is not a Loan Party Guarantor 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyassets.

Fundamental Changes. MergeExcept in connection with the Foreign Restructuring, dissolve, liquidateno Group Member shall (a) merge, 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(b) liquidate, so long as no Default exists wind up or would result therefrom: dissolve itself (a) or suffer any Loan Party may liquidation or dissolution), or Dispose of all or substantially all of its property or business, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting any line of business, division, branch, operating division, brand or other unit operation of any Person, in each case except for the following: (upon voluntary liquidation or otherwisex) to consummate any Permitted Acquisition, (y) the merger, consolidation, amalgamation or in connection with the liquidation of any Subsidiary of the Borrower that is a Loan Party with or to another into any Loan Party; (b) Party or of any Subsidiary that is not a Loan Party may dispose of all with 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; (c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person Subsidiary and (z) the merger, consolidation or permit amalgamation of any Group Member (other Person to merge into than Holdings) for the sole purpose of changing its State or consolidate with itform of organization; provided provided, however, that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (iiA) in the case of any such merger to which any Loan Party (other than merger, consolidation or amalgamation involving the Borrower) is a party, the surviving Person Borrower shall be or become a Loan Party; and the surviving Person, (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 (iB) in the case of any such merger to which the Borrower is merger, consolidation or amalgamation involving any other Loan Party, a party, the Borrower is Loan Party shall be the surviving corporation and Person, (iiC) in the case of any such merger to which any merger, consolidation or amalgamation involving a Loan Party (other than the Borrower) that is a partyDomestic Subsidiary, such Loan Party that is a Domestic Subsidiary shall be the surviving Person Person, and (D) in the case of any merger, consolidation or amalgamation involving a Loan Party that is a Foreign Subsidiary (and not involving a Loan Party that is a Domestic Subsidiary), such Loan Party that is a Foreign Subsidiary shall be the surviving Person, and in each such case all actions required to maintain the perfection of the Lien of the Administrative Agent on the Stock or become a property of such Loan PartyParty shall have been made.

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 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) the Borrower may merge or consolidate with any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Subsidiaries; provided, that, the Borrower is the continuing or to another Loan Party; surviving Person; (b) any Subsidiary that is not may merge or consolidate with or liquidate into any other Subsidiary; provided, that, if a Loan Party may dispose of all is a party to such transaction, the continuing or substantially all its assets (including any Disposition that surviving Person is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to such surviving Person becomes a Loan Party; Party concurrently with the consummation of such merger, consolidation or liquidation; (c) in connection with any Permitted Acquisitionsubject to clauses (a) and (b) above, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person in connection with a Permitted Acquisition; (d) any Subsidiary may dissolve, liquidate or permit wind up its affairs at any time; provided, that, such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and if such Subsidiary is a Loan Party, its assets are transferred to another Loan Party, and (e) any Subsidiary (other Person to merge into than a Borrower) may merge, dissolve, liquidate, amalgamate or consolidate with it; provided that (i) the or into another Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of to effect any such merger to which any Loan Party Disposition permitted under Section 8.05 (other than the Borrowera Permitted Transfer described in clause (n) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partydefinition thereof).

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 its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, that so long as no Event of Default exists or would result therefrom: , (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, 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; of its Subsidiaries provided that (i) the Borrower is the continuing or surviving Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of such Subsidiary is not an MPT Operator, (b) any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, Subsidiary provided that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower if a Loan Party is a partyparty to such transaction, the Borrower continuing or surviving Person is the surviving corporation a Loan Party and (ii) in no member of the case MPT Group shall merge or consolidate with any Subsidiary that is a member of any the Primary Group unless, subject to Section 8.16(c), (e) and (f) such merger or consolidation is pursuant to which a “Property Substitution” under Article XXXIV of the MPT Master Lease, (c) subject to clause (a) above, the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition provided that if the Borrower or another Loan Party (other than the Borrower) is a party, party thereto then the Borrower or such Loan Party is the continuing or surviving Person shall and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, (i) could not reasonably be expected to have a Material Adverse Effect, (ii) would not result in any property that constitutes MPT Senior Collateral being distributed or become a Loan Partyotherwise transferred to any member of the Primary Group, and (iii) no Event of Default exists immediately prior to such dissolution, liquidation or winding up, as applicable, or would result therefrom.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party may Dispose of all (or substantially all of its assets (upon voluntary liquidation if the Company is involved, the Company) shall be the continuing or otherwise) to the Borrower or to another Loan Partysurviving Person; (b) 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; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided that provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Borrower Company and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person shall be Person; and (c) any Subsidiary that is not a Loan Party may merge into or become amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case assets of any such merger liquidated or dissolved entities are transferred to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a another domestic Loan Party.

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 Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) any Loan Party Guarantor may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Guarantors; (b) any Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (bc) 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; (cd) the Borrower and its Subsidiaries may consummate the Acquisition; (e) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person (other than the Borrower) to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; (f) Dispositions expressly permitted by Section 7.05 may be consummated; and (dg) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries Restricted Payment expressly permitted by Section 7.06 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyconsummated.

Fundamental Changes. MergeNo Loan Party shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) (i) any Loan Party (other than the Parent) or any Subsidiary which is a Loan Party may merge or consolidate with or into any other Subsidiary which is a Loan Party, provided that in any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving Person, and (ii) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan PartyParty other than the Parent; (b) any Loan Party may consummate any of following transactions, provided that such transaction is otherwise permitted as a Permitted Investment, Permitted Acquisition or Permitted Disposition: (i) any Subsidiary that which is not a Loan Party may dispose of all merge or substantially all its assets (including any Disposition consolidate with or into a Loan Party, provided that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party shall be the continuing or surviving Person and that any Indebtedness incurred as a result of such fundamental change is Permitted Indebtedness, and (ii) to a Loan Party; (c) in connection with any Permitted Acquisitionso long as no Default exists or would immediately result therefrom, any Subsidiary of Loan Party (other than the Borrower Borrower) may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party is the surviving Person; and (c) any Guarantor (other than the BorrowerParent) may liquidate or dissolve or change its legal form if the Parent determines in good faith that such action is a party, in the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred best interests of the Parent and its Subsidiaries and is continuing or would result therefrom, each of not materially disadvantageous to the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyLenders.

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; provided, except that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Section 6.13 and/or Section 6.14, (a) any Borrower may merge or consolidate with any of its Subsidiaries (other than any other Borrower) provided that such Borrower shall be the continuing or surviving Person, (b) any Loan Party (other than any Borrower) may Dispose of all merge or substantially all of its assets consolidate with any other Loan Party (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; other than any Borrower), (bc) any Subsidiary that is not a Loan Party may dispose of all be merged or substantially all its assets consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (including d) any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party may be merged or (ii) to consolidated with or into any other Subsidiary that is not a Loan Party; , and (ce) in connection with any Permitted Acquisition, any Subsidiary of the Borrower (other than any Borrower) may merge into be dissolved or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that liquidated so long as (i) the Person surviving such merger shall dissolution or liquidation, as applicable, could not reasonably be expected to have a wholly-owned Subsidiary of the Borrower Material Adverse Effect, and (ii) in the case residual assets of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person Subsidiary shall be or become transferred to its parent company (provided, that, if the transferor thereof is a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person transferee thereof shall be or become a Loan Party).

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 Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Wholly-Owned Subsidiary or other non-Borrower Loan Party is merging with another Subsidiary, a Wholly-Owned Subsidiary and Loan Party shall be the continuing and surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) any a Wholly-Owned 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; (c) in connection with any Permitted Acquisition, 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 itanother Person, provided that; provided that (i) such Person is organized under the Person surviving such merger shall be a wholly-owned Subsidiary laws of the Borrower and United States of America or one of its states, (ii) in the case of any Borrower is the corporation surviving such merger, (iii) both immediately before and after giving effect to such merger, no Material Adverse Effect shall have occurred or result therefrom, (iv) such merger to which any Loan Party is in connection with a transaction permitted by Section 7.02 hereof and (other than the Borrowerv) is a party60 days before such merger, the surviving Person Borrower shall be or become a Loan Partyprovide the Administrative Agent evidence of pro forma compliance with all of the terms of this Agreement; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyDispositions permitted 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 Subsidiary of the Borrower may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries of the Borrower, provided that when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, or otherwise) to the Borrower or to another Loan Party; (bc) 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 liquidationliquidation or dissolution) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (cd) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05, may be consummated; and (e) in connection with any Permitted AcquisitionAcquisition or other applicable Investment permitted by Section 7.03, the Borrower or 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which if the Borrower is a partyparty to such transaction, the Borrower is the continuing or surviving corporation Person and (ii) in if the case of any Borrower is not a party to such merger to which any Loan Party (other than the Borrower) transaction and a Guarantor is a partyparty to such transaction, a Guarantor is the surviving Person shall be or become a Loan PartyPerson.

Fundamental Changes. Merge, dissolve, liquidate, amalgamate 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, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge or amalgamate with (i) 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 Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person, and in respect of any amalgamation, the amalgamated Person shall deliver a confirmation and acknowledgement, and other ancillary documents to the Administrative Agent confirming that it is subject to all of the Obligations hereunder; (b) any Loan Party (other than any Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the any Borrower or to another Loan Party; (bc) any Subsidiary that is not a Loan Party may dispose of all dissolve, liquidate or substantially all wind up its affairs; provided, that, its assets (including any Disposition that is in the nature of a liquidation) to (i) are transferred into another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartySubsidiary; and (d) so long as no Default has occurred and is continuing any Borrower or would result therefrom, each of the Borrower and any of its Subsidiaries Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate in connection with ita Permitted Acquisition; provided, howeverthat, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the if a Borrower is a partyparty to such transaction, the such Borrower is the continuing or surviving corporation Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) if a Guarantor is a partyparty to such transaction, such Guarantor is the surviving Person shall be or become a Loan PartyPerson.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) a Borrower may merge or consolidate with any of its Subsidiaries provided that, in the case of AWI, AWI shall be the continuing or surviving corporation, (b) subject to the proviso in clause (a), any Loan Party may Dispose of all merge or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another consolidate with any other Loan Party; , (bc) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) AWI or any Subsidiary may merge with any Person 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; (c) in connection with any a Permitted AcquisitionAcquisition provided that, if such Permitted Acquisition involves AWI, AWI shall be the continuing or surviving corporation, (f) any Subsidiary of the Borrower may merge into dissolve, liquidate or consolidate with wind up its affairs at any other Person or permit any other Person to merge into or consolidate with it; time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect, (ig) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries Subsidiary may merge into or consolidate with make 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Permitted Investments and (iih) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyand any Subsidiary may make any Disposition permitted under Section 8.05.

Fundamental Changes. Merge, amalgamate, Divide, 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 Loan Party Subsidiary of the Company may Dispose of all merge, amalgamate or substantially all of its assets (upon voluntary liquidation consolidate with or otherwise) to the Borrower liquidate or to another Loan Party; (b) 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 dissolve into a Loan Party; ; provided, that, the Loan Party (cor if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided that provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Borrower Company and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person shall be Person; and (c) any Subsidiary that is not a Loan Party may merge into or become amalgamate with any other Subsidiary that is not a Loan Party; and provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case assets of any such merger liquidated or dissolved entities are transferred to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a another domestic Loan Party.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided, that, the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided, that, when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to into a Loan PartyBorrower, provided, that, in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that provided, that, (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with, and to the Borrower extent required by, the provisions of Section 6.12 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

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 Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that when any Subsidiary that is a Loan Party is merging with another Subsidiary, a Loan Party shall be the continuing or surviving Person; (b) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Subsidiary; provided that if the Borrower or to another transferor in such a transaction is a Loan Party; (b) 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 , then (i) another Subsidiary that is not the transferee must be a Loan Party or (ii) to a Loan Party; (c) in connection with any Permitted Acquisitionthe extent constituting an Investment, 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 (i) the Person surviving such merger shall Investment must be a wholly-owned permitted Investment in or Indebtedness of a Subsidiary of the Borrower in accordance with Section 7.02 and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a partySection 7.03, the surviving Person shall be or become a Loan Party; andrespectively; (d) so long as no Default has occurred and is continuing exists or would result therefrom, each of the Borrower and any of its Subsidiaries Subsidiary may merge into or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartySubsidiary, which together with each of its Subsidiaries, shall have complied with the Collateral and Guarantee Requirement and the requirements of Section 6.11; and (e) any Subsidiary Transaction.

Fundamental Changes. MergeNo Loan Party will, nor will it permit any Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with (i) a Loan Party, provided that a Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries (other than a Loan Party), provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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 another Subsidiary; provided that if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be a Loan Party or another Wholly-Owned Subsidiary and if the transferor is a Loan Party, then the transferee shall be a Loan Party; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party and its Subsidiaries may make Dispositions permitted by SECTION 7.04; (other than the Borrowerd) is any Investment not otherwise prohibited by this Agreement may be structured as a partymerger, the surviving Person shall be consolidation or become a Loan Partyamalgamation; and (de) so long as any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no Default material assets, engages in no business and otherwise has occurred and is continuing or would result therefrom, each of no activities other than activities related to the Borrower and any maintenance of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation existence and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partygood standing.

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 ); provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.03 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with or into any of its Subsidiaries, with or into a Top Tier Guarantor or any Subsidiary of a Top Tier Guarantor; provided that the Borrower shall be the continuing or surviving Person, (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to other than the Borrower may merge or to another consolidate with or into any other Loan Party; Party that is not the Borrower, (bc) any Subsidiary that is not a Loan Party may dispose of all be merged or substantially all its assets consolidated with or into any Loan Party other than the Borrower; provided that such surviving Person is a Loan Party or shall promptly become a Loan Party, (including d) any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party and (iie) to any Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect. It is understood and agreed that this Section 8.03 shall not prohibit any change in ownership of a Loan Party or a Subsidiary that is not a Loan Party that does not cause a Change of Control as long as such Person remains a Loan Party; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become if it was a Loan Party; and (d) so long as no Default has occurred , and is continuing or would result therefromall Liens on the assets of such Person, each of the Borrower if any, remain in full force and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyeffect.

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 Event of Default exists or would result therefrom: (a) (i) any Domestic Subsidiary may merge with Holdings or any other U.S. Loan Party (so long as Holdings or such U.S. Loan Party, as the case may be, shall be the continuing or surviving Person (and, so long as in the case of any merger involving a Borrower, a Borrower is the surviving Person)); (ii) any Foreign Loan Party may merge or amalgamate with or into any other Foreign Loan Party of the same Group; (iii) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may be merged or amalgamated with or into any Domestic Subsidiary or Foreign Subsidiary of Holdings (provided that in the case of any such merger or amalgamation involving a Loan Party, such Loan Party is the surviving Person and, in the case of any such merger or amalgamation involving a Domestic Subsidiary, such Domestic Subsidiary is the surviving Person); and (iv) any Subsidiary of Holdings that is not a Loan Party may merge into another Subsidiary of Holdings that is not a Loan Party; provided that, in the case of any of the foregoing clauses, if as a result thereof, Holdings owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger or amalgamation shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(g)(A)); (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)) may be consummated; (c) any Borrower or any Guarantor may effect any Permitted Acquisition; provided that (i) in any such transaction involving any Borrower, the relevant 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 of the same Group as the relevant Guarantor; and (i) any Domestic Subsidiary of Holdings (other than a Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Domestic Subsidiary of Holdings, (ii) any U.S. Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or to another any other U.S. Loan Party; , (biii) any Subsidiary that is not a Foreign Loan Party may dispose Dispose of all or substantially all of its assets (including any Disposition that is in the nature of a upon voluntary liquidation, dissolution or otherwise) to (i) another Subsidiary that is not a any other Foreign Loan Party of the same Group and (iv) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may Dispose of all or substantially all of its assets (iiupon voluntary liquidation, dissolution or otherwise) to a Loan Party; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Foreign Subsidiary of the Borrower and (ii) in the case Holdings or Domestic Subsidiary of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyHoldings.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Loan Party other than the Parent may Dispose of all merge or substantially all of its assets (upon voluntary liquidation or otherwise) to consolidate with any other Loan Party other than the Parent, provided that if the Borrower is a party thereto, the Borrower shall be the continuing or to another Loan Party; surviving corporation, (b) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (c) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (d) any Subsidiary may merge with any Person 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; (c) in connection with any Permitted Acquisition, any Subsidiary of an Acquisition permitted hereunder provided that such Loan Party shall be the Borrower continuing or surviving corporation and (e) the Sandia Parties may merge into or consolidate with any other Person or permit any other Person Lovelace pursuant to merge into or consolidate with itthe Lovelace/Sandia Merger; provided that (i) Loxxxxxx xhall have deliverxx xx Xxtercompany Note in the Person surviving such merger shall be a wholly-owned Subsidiary amount of $00 xxxxxon to the Borrower and pledged its assets to the Borrower to secure such Intercompany Note pursuant to the Intercompany Security Documents and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower shall have delivered such Intercompany Note to the Collateral Agent, executed Collateral Assignment Documents and any of its Subsidiaries may merge into or consolidate delivered such other documentation to the Collateral Agent in accordance 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartySection 7.14.

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 shall have occurred or be continuing, or would result therefrom: (a) any Subsidiary of a Loan Party may Dispose of all merge or substantially all of its assets (upon voluntary liquidation consolidate with or otherwise) to the Borrower liquidate or to another dissolve into such Loan Party; provided, that (i) if such Loan Party is a Borrower, a Borrower shall be the continuing or surviving Person, (ii) if such Loan Party is not a Mexican Subsidiary, a Loan Party that is not a Mexican Subsidiary shall be the continuing or surviving Person, and (iii) in any other case, a Loan Party shall be the continuing or surviving Person; (b) 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; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided provided, that (i) if such Loan Party is a Borrower, the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and Borrower, (ii) in if such Loan Party is not a Mexican Subsidiary, the case of any Person surviving such merger to which any shall be a Loan Party that is not a Mexican Subsidiary, and (iii) in any other than the Borrower) is a partycase, the Person surviving Person such merger shall be or become a Loan Party; and (dc) so long as no Default has occurred and any Subsidiary that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries not a Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, Subsidiary that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become not a Loan Party; provided that, when any wholly-owned Subsidiary is merging with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person.

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; provided, except that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries, provided, that, the Borrower shall be the continuing or surviving corporation, (b) any Loan Party (other than the Borrower) may Dispose of all merge or substantially all of its assets consolidate with any other Loan Party (upon voluntary liquidation or otherwise) to other than the Borrower); provided, that, the Borrower or to another Loan Party; shall remain a direct Subsidiary of RedHill Parent, (bc) any Subsidiary that is not a Loan Party may dispose be merged or consolidated with or into any Loan Party; provided, that, such Loan Party shall be the continuing or surviving corporation and no Subsidiary of all the Borrower may be merged or substantially all its assets consolidated with RedHill Parent or a Prohibited Subsidiary, and (including d) any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party may be merged or (ii) to consolidated with or into any other Subsidiary that is not a Loan Party; (c) in connection with any Permitted Acquisition; provided, any that, no Subsidiary of the Borrower may merge into be merged or consolidate consolidated with any other Person RedHill Parent 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 Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyProhibited Subsidiary.

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 the assets of Company and its assets Subsidiaries 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 Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person or the continuing or surviving Person shall become a Loan Party; (b) any Subsidiary may Dispose convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or to another Loan Party; (b) any Subsidiary Subsidiary; provided 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 if the transferor in such a transaction is not a Loan Party, then the transferee must also be a Loan Party or (ii) to shall become a Loan Party; (c) in connection with any Permitted the Loan Parties and their Subsidiaries may consummate the Grakon Acquisition, ; (d) (i) the Company or (ii) any Subsidiary of the Borrower (other than a Borrower) may merge into merge, amalgamate or consolidate consolidate, in each case with any other Person that is not the Company or permit any other Person to merge into or consolidate a Subsidiary of the Company in connection with itan Investment permitted under Section 7.02; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (iix) in the case of any such merger to which any Loan Party the foregoing clause (other than the Borrower) is a partyi), the surviving Person Company shall be or become a Loan Party; and (d) so long as no Default has occurred and is the continuing or would result therefromsurviving Person, each of the Borrower and any of its 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 (iy) in the case of any such merger to which the Borrower is a partyforegoing clause (ii), the Borrower is continuing or surviving Person shall comply with the surviving corporation and applicable requirements of Section 6.13; and (iie) in to the case of any such merger to which any Loan Party extent constituting a Disposition, transactions permitted by Section 7.05 (other than the BorrowerSection 7.05(e)) is a party, the surviving Person shall may be or become a Loan Partyconsummated.

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 a Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, a Guarantor shall be the continuing or surviving Person unless at the time of such merger an Investment in an amount equal to the fair market value of the applicable Guarantor would be permitted to be made under Section 7.03(b)(iv); (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (bc) any Subsidiary that which 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 which is not a Loan Party or (ii) to a Loan Party;Party (including, for the avoidance of doubt, as a result of a Disposition which is in the nature of a liquidation); and (cd) in connection with any Permitted AcquisitionAcquisition permitted under Section 7.03(f), 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 and (ie) Any Subsidiary may engage in transactions in connection with the Person surviving such merger shall be a wholly-owned Subsidiary of Transactions and the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyReorganization Transactions.; and (df) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and or any of its Subsidiaries Subsidiary 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partymake Dispositions permitted by 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 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: that (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge or consolidate with any of its Subsidiaries; provided that the Borrower shall be the continuing or surviving Person, (b) BGC may merge or consolidate with any of its Subsidiaries (other than the Borrower); provided that BGC shall be the continuing or surviving Person, (c) any Subsidiary (other than the Borrower) may be merged or consolidated with or into any other Subsidiary; provided that if such merger or consolidation is with respect to a Subsidiary that is a Loan Party, then either such Loan Party shall be the continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, (cd) the BorrowerBGC or any of its Subsidiaries may merge or consolidate with any other Person or permit any other Person to merge into or consolidate with itPerson; provided that (i) if BGC is a party to such transaction, BGC is the Person continuing or surviving such merger shall be a wholly-owned Subsidiary of the Borrower and Person, (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which if the Borrower is a partyparty to such transaction, the Borrower is the continuing or surviving corporation Person, and (iiiiiii) in if such Subsidiary is a Loan Party, then either such Loan Party shall be the case of any continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger to which or consolidation and (de) any Loan Party Subsidiary (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

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 Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary that is not a Guarantor, the Guarantor shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary that is a Loan Party; (bc) any Subsidiary that which 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;Party for no consideration, or, in the case of this clause (ii), pursuant to a Disposition which is in the nature of a liquidation; and (cd) in connection with any Permitted Acquisitionacquisition permitted under Section 7.03, 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 (i) the Person surviving such merger shall be a wholly-wholly owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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) thereto, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partycorporation.

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 provided, that, so long as no Default exists or would immediately result therefrom: (a) any Subsidiary may merge with: (i) the Borrower, provided, that, the Borrower shall be the continuing or surviving Person; or (ii) any one or more other Subsidiaries, provided, that, when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or to another Loan Party; (bc) 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 liquidationliquidation or dissolution) to to: (i) another Subsidiary that is not a Loan Party Party; or (ii) to a Loan Party; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, in each case, in a transaction permitted by Section 7.03 or Section 7.05 (other than by reference to this Section 7.04 (or any sub-clause hereof)); provided, howeverthat, that in each case, immediately after giving effect thereto thereto: (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Person, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person Person; (e) upon notice to the Administrative Agent, any Subsidiary may merge with or into a newly-created Subsidiary which is incorporated, formed or otherwise organized pursuant to the laws of the State CHAR1\1641691v2CHAR1\1779505v1 of Delaware, solely for the purpose of reorganizing the previously existing Subsidiary under the laws of the State of Delaware; provided, that, in each case, if any party to such merger is a Guarantor, the surviving Subsidiary shall be or become a Guarantor if otherwise required by Section 6.13; and (f) any Loan PartyParty (other than the Borrower) or any Subsidiary may split or otherwise divide into two or more Persons; provided, that, in each case, if any such division is of a Guarantor, the Persons resulting from such division shall become Guarantors if otherwise required by Section 6.13.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (bi) any Subsidiary that which 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 merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary that shall be the continuing or surviving Person; (ii) any Subsidiary which is not a Loan Party may merge into any Subsidiary which is a Loan Party or (ii) to a Loan Partyinto the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (ciii) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.12 hereof and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (div) so long as no Default has occurred and any CFC that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries not a Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, CFC that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become not a Loan Party.

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 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; (b) 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; (c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower 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 Borrower Company and (ii) in the case of any such merger to which any Loan Party (other than the BorrowerCompany) is a party, such Loan Party is the surviving Person shall be or become a Loan Party; andPerson; (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower Company and any of its 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 case of any such merger to which the Borrower Company is a party, the Borrower Company is the surviving corporation Person and (ii) in the case of any such merger to which any Loan Party (other than the BorrowerCompany) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson.

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 Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan Party; andPerson; (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson.

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 shall have occurred or be continuing, or would result therefrom: : (a) any Subsidiary of a Loan Party may Dispose of all merge or substantially all of its assets (upon voluntary liquidation consolidate with or otherwise) to the Borrower liquidate or to another dissolve into such Loan Party; ; provided, that (bi) any Subsidiary if such Loan Party is a Borrower, a Borrower shall be the continuing or surviving Person, (ii) if such Loan Party is not a Mexican Subsidiary, a Loan Party that is not a Loan Party may dispose of all Mexican Subsidiary shall be the continuing or substantially all its assets surviving Person, and (including iii) in any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not other case, a Loan Party shall be the continuing or surviving Person; (ii) to a Loan Party; (cb) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided provided, that (i) if such Loan Party is a Borrower, the Person surviving such merger shall be a Borrower, (ii) if such Loan Party is not a Mexican Subsidiary, the Person surviving such merger shall be a Loan Party that is not a Mexican Subsidiary, and (iii) in any other case, the Person surviving such merger shall be a Loan Party; and (c) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a partymerging with another Subsidiary that is not wholly-owned, the surviving Person wholly-owned Subsidiary shall be or become a Loan Party; and (d) so long as no Default has occurred and is the continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

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 Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that when any Loan Party is merging with another Subsidiary, a Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseincluding any Disposition that is in the nature of a liquidation) to the Borrower or to another Loan Party; (bc) 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; (cd) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) its Subsidiaries may consummate the Acquisition in accordance with the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyAcquisition Agreement; and (de) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be entity or become the surviving entity becomes a Loan PartyParty in accordance with Section 6.12.

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 Loan Party Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or to another Loan Party; (b) any Subsidiary Subsidiary; provided that if the transferor in such a transaction is not a Loan Party may dispose of all Guarantor, then the transferee must either be the Borrower 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 PartyGuarantor; (c) in connection with any Permitted Acquisitionacquisition permitted under Section 7.03, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party Disposition permitted under Section 7.05 (other than the Borrowersubsection (e) thereof) is a party, the surviving Person shall be or become a Loan Partypermitted under this Section 7.04.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) any Subsidiary that which 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 merge with (i) a Loan Party, provided, that, the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided, that, when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary that shall be the continuing or surviving Person; (b) any Subsidiary which is not a Loan Party may merge into any Subsidiary which is a Loan Party or (ii) to into a Loan Party; Borrower, provided, that, in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that provided, that, (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with, and to the Borrower extent required by, the provisions of Section 6.12 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

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) other than where prohibited under applicable Law (including Health Care Law), any Subsidiary (other than an Excluded Subsidiary) may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party (other than Borrower) is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) to the extent permitted under all applicable Law, any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisitionacquisition permitted under Section 7.03, any Subsidiary of the Borrower (other than an Excluded Subsidiary) 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 Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and is continuing or would result therefrom, each any Subsidiary of the Borrower and any of its Subsidiaries (other than PMG or an Excluded Subsidiary) 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan Partycorporation.

Fundamental Changes. MergeNo Credit Party will, nor will any Credit Party permit any of its Subsidiaries to, dissolve, liquidate, merge, amalgamate or consolidate with or into any other Person (other than the merger of Merger Sub into the Company pursuant to the Target Acquisition), except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) a Domestic Subsidiary may merge, amalgamate or consolidate with or into (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person), or (ii) any one or more Guarantors (provided that a Guarantor shall be the continuing or surviving Person); (b) a Domestic Subsidiary (other than a Credit Party) may merge, amalgamate or consolidate with or into any other Domestic Subsidiary (other than a Credit Party); (c) a Foreign Subsidiary may merge, amalgamate or consolidate with or into another Person, Foreign Subsidiary or Dispose of a Borrower or a Guarantor (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except provided that, so long as no Default exists in any merger, amalgamation or would result therefrom: (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the consolidation involving a Borrower or to another Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all Guarantor, a Borrower 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger Guarantor shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the continuing or surviving Person shall be or become a Loan Party; andPerson); (d) any Wholly-Owned Subsidiary may be dissolved or liquidated so long as no Default has occurred such Subsidiary is not, at the time, a Credit Party or, if it is a Credit Party at such time, all assets and is continuing interests of such Subsidiary, are transferred to another Credit Party on or would result therefrom, each of before the Borrower and any time of its Subsidiaries dissolution or liquidation; (e) Acquisitions may merge into or consolidate be effected in accordance 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 (ithe provisions of Section 7.03(b) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyhereof.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party other than the Borrower may Dispose merge or consolidate with or into or dispose of all or substantially all of its assets to any other Loan Party provided that such Loan Party shall be the continuing or surviving entity, (upon voluntary liquidation c) any Foreign Subsidiary may be merged or otherwiseconsolidated with or into or dispose of all or substantially all of its assets to any Loan Party provided that such Loan Party shall be the continuing or surviving entity, (d) any Foreign Subsidiary may be merged or consolidated with or into or dispose of all or substantially all of its assets to any other Foreign Subsidiary, (e) any Loan Party other than the Borrower may wind up or dissolve itself so long as it transfers all of its assets to another Loan Party; Party prior to or as part of such dissolution or wind up, (bf) any Foreign Subsidiary may wind up or dissolve itself so long as it transfers all of its assets to another Foreign Subsidiary prior to or as part of such dissolution or wind up and (g) any Loan Party may merge with any Person 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; (c) in connection with any a Permitted Acquisition, 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; Acquisition provided that (i) the Person surviving such merger Loan Party shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyentity.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Section 7.12, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, any Subsidiary of other than the Borrower may merge into or consolidate with any other Person Loan Party other than the Borrower, (c) any Foreign Subsidiary may be merged or permit consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Person to merge into Foreign Subsidiary, (e) each of Xxxxxxxxx, Corrpro Companies International, Inc., Xxxxxx and any non-operating Subsidiary may be dissolved or consolidate with it; liquidated by the Borrower provided that any assets of such Person are transferred to a Loan Party prior to or in connection with such dissolution, (if) ITI may transfer the Person surviving such merger shall be assets of its division, United Pipeline Systems, into a new wholly-owned Subsidiary of provided such new Subsidiary becomes a Guarantor pursuant to Section 7.12, (g) the Borrower and/or any Loan Party may transfer its assets to another party provided such party becomes a Guarantor pursuant to Section 7.12, and (h) the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 consummate the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyReorganization.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Excluded Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including merge with 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 Partyother Excluded Subsidiary; (c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (d) the Loan Parties may consummate the transactions contemplated by the Gaiam Acquisition Agreement; and (e) in connection with any a Permitted Acquisition, any Subsidiary (other than an Excluded Subsidiary) of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Partyinto the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.12 hereof and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and any CFC that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries not a Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, CFC that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become not a Loan Party.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to other than the Borrower may merge or to another Loan Party; (b) consolidate with any Subsidiary that is not a other Loan Party may dispose of all or substantially all its assets (including any Disposition that is in other than the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; Borrower, (c) in connection any Foreign Subsidiary may be merged or consolidated with or into any Permitted AcquisitionLoan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary of the Borrower may merge into or consolidate with any other Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or permit any other Person to merge into or consolidate with it; a Permitted Acquisition provided that (i) that, if such transaction involves the Person surviving such merger Borrower, the Borrower shall be a wholly-owned the continuing or surviving corporation and (g) any Wholly Owned Subsidiary of the Borrower and (ii) in the case of may dissolve, liquidate or wind up its affairs at any time provided that such merger to which any Loan Party (other than the Borrower) is dissolution, liquidation or winding up, as applicable, could not have a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyMaterial Adverse Effect.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of the foregoing) (whether including, in one transaction or in each case, pursuant to a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonDivision), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to into a Loan Party;Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; and (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

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 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: that (a) the Borrower may merge or consolidate with any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Subsidiaries; provided that the Borrower shall be the continuing or to another Loan Party; surviving Person, (b) any Subsidiary may be merged or consolidated with or into any other Subsidiary; provided, further, that if such merger or consolidation is with respect to a Subsidiary that is not a Loan Party, then either such Loan Party shall be the continuing or surviving Person or such surviving Person shall become a Loan Party may dispose of all promptly after such merger 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; consolidation, (c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itPerson; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which if the Borrower is a partyparty to such transaction, the Borrower is the continuing or surviving corporation Person and (ii) in if such Subsidiary is a Loan Party, then either such Loan Party shall be the case of any continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger to which or consolidation, and (d) any Loan Party Subsidiary (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect, and (e) the Borrower may participate in such mergers and consolidations as may be necessary to consummate the Assumption contemplated by Section 11.06(g).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, divide into two or more separate Persons, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that when any Subsidiary that is a Loan Party is merging with another Subsidiary, a Loan Party shall be the continuing or surviving Person; (b) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Subsidiary; provided that if the Borrower or to another transferor in such a transaction is a Loan Party; (b) 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 , then (i) another Subsidiary that is not the transferee must be a Loan Party or (ii) to a Loan Party; (c) in connection with any Permitted Acquisitionthe extent constituting an Investment, 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 (i) the Person surviving such merger shall Investment must be a wholly-owned permitted Investment in or Indebtedness of a Subsidiary of the Borrower in accordance with Section 7.02 and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a partySection 7.03, the surviving Person shall be or become a Loan Partyrespectively; and (d) so long as no Default has occurred and is continuing exists or would result therefrom, each of the Borrower and any of its Subsidiaries Subsidiary may merge into or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartySubsidiary, which together with each of its Subsidiaries, shall have complied with the Collateral and Guarantee Requirement and the requirements of Section 6.11.

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 (A) no Default exists or would result therefromtherefrom and (B) immediately after giving effect to such transaction, the aggregate book value of all equipment and real property and improvements thereto located in the United States of America subject to the first priority Lien of the Administrative Agent for the benefit of itself and the Lenders securing the Obligations hereunder is not less than $400,000,000: (a) Holdings may merge or consolidate with the Borrower; (b) 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, however, that in each case, immediately after giving effect thereto, in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving corporation; (c) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan PartyParty (other than Holdings); (bd) 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;; and (ce) in connection with any Permitted Acquisitionacquisition permitted under Section 7.03, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

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, except in each case, pursuant to a Delaware LLC Division); provided, that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries, provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party (other than the Borrower) may Dispose of all merge or substantially all of its assets consolidate with any other Loan Party (upon voluntary liquidation or otherwise) to other than the Borrower or to another Loan Party; Borrower), (bc) any Subsidiary that is not a Loan Party may dispose of all be merged or substantially all its assets consolidated with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (including d) any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party may be merged or (ii) to consolidated with or into any other Subsidiary that is not a Loan Party; Party and (ce) in connection with any Permitted Acquisition, Loan Party or any Subsidiary of the Borrower may merge into or consolidate with any other unaffiliated Person or permit any other Person to merge into or consolidate with itin a Permitted Acquisition; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) provided, that, in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become transaction involving a Loan Party; and (d) so long as no Default has occurred and is , such Loan Party shall be the continuing or would result therefromsurviving Person and (f) any Subsidiary that is not a Loan Party may dissolve, each of the Borrower liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and any all of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person assets and business are transferred to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a partyprior to or concurrently with such dissolution, the surviving Person shall be liquidation or become a Loan Partywinding up.

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 ; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party other than the Borrower may Dispose of all merge or substantially all of its assets consolidate with any other Loan Party other than the Borrower, (upon voluntary liquidation c) any Foreign Subsidiary may be merged or otherwiseconsolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) to any Non-Guarantor Subsidiary may be merged or consolidated with or into any other Non-Guarantor Subsidiary, (e) the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate that is not a Loan Party in connection with it; a Permitted Acquisition provided that (i) that, if such Permitted Acquisition involves the Person surviving such merger Borrower, the Borrower shall be a wholly-owned Subsidiary of the Borrower continuing or surviving corporation, and (iif) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 Dispose of assets in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partytransactions permitted by Section 8.05.

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; provided, except however, that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) subject to the proviso in clause (a), any Loan Party may Dispose of all merge or substantially all of its assets consolidate with any other Loan Party, (upon voluntary liquidation c) any Foreign Subsidiary may be merged or otherwiseconsolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) to any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) the Borrower or to another Loan Party; (b) any Subsidiary may merge with any Person 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; (c) in connection with any a Permitted AcquisitionAcquisition provided that, if such Permitted Acquisition involves the Borrower, the Borrower shall be the continuing or surviving corporation, (f) any Subsidiary of the Borrower may merge into dissolve, liquidate or consolidate with wind up its affairs at any other Person or permit any other Person to merge into or consolidate with it; time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect, (ig) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries Subsidiary may merge into or consolidate with make 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Permitted Investments and (iih) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyand any Subsidiary may make any Disposition permitted under Section 8.05.

Fundamental Changes. Merge(a) No Loan Party will, dissolveand will not permit any of its Subsidiaries which are Loan Parties 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, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Subsidiaries which are Loan Parties (in each case, except thatwhether now owned or hereafter acquired) or liquidate or dissolve; provided, so long as that if at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom: Event of Default shall exist, (ai) any Loan Party may Dispose merge with another Loan Party so long as, if any Borrower is a party to a merger, then a Borrower shall be the surviving Person, (ii) any Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the any other Borrower or to another Loan Party; Borrowers, and (biii) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower. (including any Disposition that is in the nature of a liquidationb) to (i) another Subsidiary that is not a No Loan Party or (ii) to a Loan Party;will, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by Borrowers and Subsidiaries on the date hereof and businesses reasonably related thereto. (c) in connection with No Loan Party will complete any Permitted Acquisition, any Subsidiary division or plan 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 division under Delaware law (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger transaction will in all events be subject to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each provisions of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartySection 1.4).

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 Loan Party Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, (ii) any one or more other Subsidiaries, provided that in the event the Designated Borrower is a party to any such merger, the surviving Subsidiary shall be the Designated Borrower, or (iii) the Target pursuant to the Acquisition Agreement; (b) any Subsidiary may Dispose of all or substantially all of its assets (i) (upon voluntary liquidation or otherwise) to the Borrower Company or to another Loan Party; (b) 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) pursuant to a Loan PartyDisposition permitted by Section 7.04; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than a Subsidiary that is at such time the Designated Borrower) is a partymay be wound up, liquidated or dissolved, as deemed appropriate by the surviving Person shall be or become a Loan PartyCompany; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) Company or any Subsidiary may be merged or consolidated with any Subsidiary; provided that in the event such Subsidiary is a partythe Designated Borrower at that time, such Designated Borrower shall be the continuing or surviving Person. Notwithstanding anything to the contrary in this Section 7.03, the surviving Person Company shall be maintain its jurisdiction of organization within the United States (or become a Loan Partyany state thereof).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party; provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Excluded Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including merge with 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 Partyother Excluded Subsidiary; (c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower; provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (d) the Loan Parties may consummate the transactions contemplated by the Gaiam Acquisition Agreement; and (e) in connection with any a Permitted Acquisition, any Subsidiary (other than an Excluded Subsidiary) of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

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 Loan Party Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) any Subsidiary Subsidiary; provided that if the transferor in such a transaction is not a Loan Party may dispose of all Guarantor, then the transferee must either be the Borrower 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 PartyGuarantor; (c) in connection with any Permitted Acquisitionacquisition permitted under Section 7.02(g), 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower Borrower, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long any Subsidiary that is not a Guarantor may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as no Default has occurred and is continuing or would result therefromapplicable, each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person could not reasonably be expected to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is have a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyMaterial Adverse Effect.

Fundamental Changes. MergeEach of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another PersonPerson (including without limitation, in connection with any Acquisition), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (any such transaction, a “Fundamental Change”), except that, so long as no Event of Default exists has occurred and is continuing or would result therefrom: (a) any Loan Party (other than Parent or Borrower) may merge with (i) Parent or Borrower, provided that Parent or Borrower, as applicable, shall be the continuing or surviving Person, or (ii) any other Loan Party, or (iii) any other Person provided that, if it owns a Borrowing Base Property and is not the surviving entity, then Borrower has complied with Section 4.09 to remove such Borrowing Base Property from the Borrowing Base; (b) any Loan Party (other than Parent or Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) any Loan Party may Dispose of a Property owned by such Loan Party in connection the ordinary course of business and for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with any Permitted AcquisitionSection 4.09; (d) Parent or Borrower may, any Subsidiary of the Borrower may directly or indirectly, merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that so long as (i) the Person surviving such merger Parent or Borrower shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party.survivor thereof;

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to into a Loan PartyBorrower, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower a Loan Party and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and any CFC that is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries not a Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, CFC that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become not a Loan Party.

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 property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Subsidiary Guarantor (provided that in the case of any Loan Party merging with a Subsidiary that is not a Loan Party, the surviving entity shall be or become, substantially simultaneously therewith, a Loan Party); (b) any non-Loan Party Subsidiary may be merged or consolidated with or into any other non-Loan Party Subsidiary; (i) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets to the Borrower or any Loan Party (upon voluntary liquidation or otherwise), (ii) any non-Loan Party Subsidiary may Dispose of all or substantially all of its assets to another non-Loan Party Subsidiary (upon voluntary liquidation or otherwise) to or (iii) Borrower or any Subsidiary of the Borrower may Dispose of all or substantially all of its assets pursuant to a Disposition permitted by Section 7.5; provided that any such Disposition by the Borrower must be to another Loan Party; (bd) any Investment permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; and (e) any Subsidiary that is not a Loan Party has no material assets may dispose of all be dissolved 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Partyliquidated.

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 (with respect to Subsections (a), (c) and (d) of this Section 7.04) or would result therefrom:therefrom (with respect to Subsections (a) through (e) of this Section 7.04): (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan Party; andPerson; (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall Person; and (e) the Anue Subsidiaries may be or become a Loan Partyliquidated.

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 Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party (other than Holdings) is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person or the surviving Person shall become a Guarantor contemporaneously with the consummation of such merger and take or have taken such other action as is necessary or desirable, or as the Administrative Agent may request, to preserve the Liens and continue the perfection thereof with the same priority as granted and provided for in the Collateral Documents; (b) any Subsidiary that is a Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (bc) 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 which is not a Loan Party or (ii) to a Loan PartyParty for no consideration; (cd) in connection with any Permitted AcquisitionAcquisition permitted under Section 7.03, 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 (i) the Person surviving such merger shall be a whollyWholly-owned Owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is or consolidation involving a partySubsidiary Guarantor, the Person surviving Person such merger or consolidation shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartySubsidiary Guarantor.

Fundamental Changes. MergeNo Loan Party will, dissolvenor will it permit any Subsidiary to, liquidate, 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 Event of Default exists or would result therefrom: shall have occurred and be continuing (ai) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Subsidiary of the Borrower may merge into any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation any other Subsidiary, provided that, with respect to any transaction in which any Loan Party merges with another Subsidiary, the surviving entity shall be a Loan Party or otherwise) to the Borrower or to another shall promptly thereafter become a Loan Party; , (biii) any Subsidiary that is not a Loan Party may dispose of all liquidate or substantially all its assets (including any Disposition dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the nature best interests of a liquidation) to (i) another Subsidiary that the Borrower and is not a Loan Party or materially disadvantageous to the Lenders and (ii) to a Loan Party; (civ) in connection with any Permitted Acquisitionacquisition permitted under Section 6.04, 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 (ix) in the case of a merger or amalgamation involving the Borrower or another Loan Party, the continuing or surviving Person shall be the Borrower or such Loan Party (or will become a Loan Party concurrently herewith), as applicable, and (y) the Person surviving such merger shall be a wholly-wholly owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party.

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 Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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;; SV\1166258.1 (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person shall be or become a Loan PartyPerson.

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 Event of Default exists or would result therefrom: (a) (i) any Domestic Subsidiary may merge with Holdings or any other U.S. Loan Party (so long as Holdings or such U.S. Loan Party, as the case may be, shall be the continuing or surviving Person (and, so long as in the case of any merger involving a Borrower, a Borrower is the surviving Person)); (ii) any Foreign Loan Party may merge or amalgamate with or into any other Foreign Loan Party of the same Group; (iii) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may be merged or amalgamated with or into any Domestic Subsidiary or Foreign Subsidiary of Holdings (provided that in the case of any such merger or amalgamation involving a Loan Party, such Loan Party is the surviving Person and, in the case of any such merger or amalgamation involving a Domestic Subsidiary, such Domestic Subsidiary is the surviving Person); and (iv) any Subsidiary of Holdings that is not a Loan Party may merge into another Subsidiary of Holdings that is not a Loan Party; provided that, in the case of any of the foregoing clauses, if as a result thereof, Holdings owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger or amalgamation shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(g)(A)); (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)) may be consummated; (c) any Borrower or any Guarantor may effect any Permitted Acquisition; provided that (i) in any such transaction involving any Borrower, the relevant 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 of the same Group as the relevant Guarantor; and (d) (i) any Domestic Subsidiary of Holdings (other than a Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Domestic Subsidiary of Holdings, (ii) any U.S. Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or to another any other U.S. Loan Party; , (biii) any Subsidiary that is not a Foreign Loan Party may dispose Dispose of all or substantially all of its assets (including any Disposition that is in the nature of a upon voluntary liquidation, dissolution or otherwise) to (i) another Subsidiary that is not a any other Foreign Loan Party of the same Group and (iv) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may Dispose of all or substantially all of its assets (iiupon voluntary liquidation, US-DOCS\70212156.16 dissolution or otherwise) to a Loan Party; (c) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Foreign Subsidiary of the Borrower and (ii) in the case Holdings or Domestic Subsidiary of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyHoldings.

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 Subsidiary may merge with (i) the Company; provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another a U.S. Loan Party; (bc) 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; (cd) in connection with any Permitted Acquisition, 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 (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person Subsidiary of Company or permit any other Person Subsidiary of Company to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower Company is a party, the Borrower Company is the surviving corporation Person and (ii) in the case of any such merger to which any Loan Party (other than the BorrowerCompany) is a party, such Loan Party is the surviving Person shall be or become Person; and (e) Dispositions to a Loan Partythird party permitted under Section 7.05.

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 the assets of Company and its assets Subsidiaries as a whole (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person or the continuing or surviving Person shall become a Loan Party; (b) any Subsidiary may Dispose convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Borrower Company or to another Loan Party; (b) any Subsidiary Subsidiary; provided 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 if the transferor in such a transaction is not a Loan Party, then the transferee must also be a Loan Party or (ii) to shall become a Loan Party; (c) in connection with any Permitted Acquisition, Non-Material Subsidiary may dissolve or liquidate; provided that its remaining assets (if any) are transferred its parent entity; (i) the Company or (ii) any Subsidiary of the Borrower (other than a Borrower) may merge into merge, amalgamate or consolidate consolidate, in each case with any other Person that is not the Company or permit any other Person to merge into or consolidate a Subsidiary of the Company in connection with itan Investment permitted under Section 7.02; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (iix) in the case of any such merger to which any Loan Party the foregoing clause (other than the Borrower) is a partyi), the surviving Person Company shall be or become a Loan Party; and (d) so long as no Default has occurred and is the continuing or would result therefromsurviving Person, each of the Borrower and any of its 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 (iy) in the case of any such merger to which the Borrower is a partyforegoing clause (ii), the Borrower is continuing or surviving Person shall comply with the surviving corporation and applicable requirements of Section 6.13; and (iie) in to the case of any such merger to which any Loan Party extent constituting a Disposition, transactions permitted by Section 7.05 (other than the BorrowerSection 7.05(e)) is a party, the surviving Person shall may be or become a Loan Partyconsummated.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of the foregoing) (whether including, in one transaction or in each case, pursuant to a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonDivision), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Subsidiary which is not a Loan Party may Dispose of all or substantially all of its assets merge with (upon voluntary liquidation or otherwisei) to the Borrower or to another a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary that which is not a Loan Party may dispose of all or substantially all its assets (including merge into any Disposition that Subsidiary which is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to into a Loan Party;Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; and (c) in connection with any a Permitted Acquisition, any Subsidiary of the Borrower a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the Borrower provisions of Section 0 hereof, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a such Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower Party is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyPerson.

Fundamental Changes. MergeEach of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (any such transaction, a “Fundamental Change”), except that, so long as no Event of Default exists has occurred and is continuing or would result therefrom: (a) any Loan Party (other than Parent or Borrower) may merge with (i) Parent or Borrower, provided that Parent or Borrower, as applicable, shall be the continuing or surviving Person, or (ii) any other Loan Party, or (iii) any other Person provided that, if it owns a Borrowing Base Property and is not the surviving entity, then Borrower has complied with Section 4.09 to remove such Borrowing Base Property from the Borrowing Base; (b) any Loan Party (other than Parent or Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) 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; (c) any Loan Party may Dispose of a Property owned by such Loan Party in connection the ordinary course of business and for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with any Permitted AcquisitionSection 4.09; (d) Parent or Borrower may, any Subsidiary of the Borrower may directly or indirectly, merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that so long as (i) the Person surviving such merger Parent or Borrower shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its 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 case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party.survivor 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 PersonPerson or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof) whether in one transaction or a series of transactions, except that, so long as no Default exists or would result therefrom: (a) any US Subsidiary may merge with (i) the Company; provided that the Company shall be the continuing or surviving Person or (ii) any one or more other US Subsidiaries; provided that when any Subsidiary Loan Party is merging with another US Subsidiary that is not a Subsidiary Loan Party, the Subsidiary Loan Party shall be the continuing or surviving Person; (b) any Foreign Subsidiary may merge with any one or more other Foreign Subsidiaries; (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 any Borrower (other than the Company) or any Subsidiary Loan Party, then the transferee must either be a Borrower or a Subsidiary Loan Party that is party to the Guaranty Agreement; (bd) the Company and 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;make Investments permitted under Section 6.02 and Permitted Acquisitions; and (ce) in connection with any Permitted Acquisition, any Subsidiary of the Borrower Company may merge with and into or consolidate with any other Person or permit any other Person to merge into or consolidate with ita US Subsidiary; provided that (i) the Person surviving Company shall notify the Facility Agent not less than thirty days prior to such merger shall be a wholly-owned Subsidiary of the Borrower event and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan Party; and (d) so long as no Default has occurred and is continuing or would result therefromentity shall, each if applicable, assume the obligations of the Borrower and merged entity pursuant to this Agreement or any of its Subsidiaries the other Loan Documents and shall execute such documents and agreements as 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 be reasonably required by the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or become a Loan PartyFacility Agent.