Common use of Limitation on Fundamental Changes Clause in Contracts

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated (including by way of liquidation or winding up) with or into the Borrower, ; provided that (Ai) either (x) the Borrower shall be the continuing or surviving corporation entity or (By) if the debt rating of the Person formed by (if other than the Borrower) who is the continuing or surviving any such merger, amalgamation or consolidation is not entity (the Borrower (such other or Person, as the case may be, being herein referred to as the “Successor Borrower”) shall after giving effect to such merger or consolidation be BBB- or higher from S&P or Baa3 or higher from Xxxxx’x (provided that in no event shall such Successor Borrower have a debt rating of BB or lower from S&P or Ba2 or lower from Xxxxx’x), as determined pursuant to the definition of “Applicable Margin”, (1ii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia States or any territory State thereof, (2iii) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3iv) each Guarantorno Default or Event of Default is then existing and no Default or Event of Default would result from the consummation of such merger or consolidation, unless it is (v) the other party Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, shall have by a supplement to with the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations covenant set forth in Section 9.3 as such covenant is recomputed as at the last day of the most recently ended fiscal quarter under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such Section as if such merger or consolidationconsolidation had occurred on the last day of such fiscal quarter, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6vi) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying the compliance referred to in clause (v) above and stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee supplement to this Agreement comply with this Agreement and the perfection a legal opinion (in form and priority of the Liens under the applicable Security Documents and (y) if requested by substance reasonably satisfactory to the Administrative Agent, an opinion of counsel ) with respect to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses to be delivered, if any, pursuant to clause (3iii) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood above; provided further that if the foregoing are satisfied, the such Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement);; and (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or enter into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation merger or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is changing its organizational form from a corporation to effect a disposition permitted pursuant limited liability company or from a limited liability company to Section 10.4 or an investment permitted pursuant to Section 10.5a corporation; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downprovided that such change has no adverse affect on the rights of the Finance Parties.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the Guarantee Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicableDocument, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property[reserved], unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger Transactions may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to interests of the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutionLenders; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (ii)(d) of the definition of “Asset Sale”) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.510.5 or an investment that constitutes a Permitted Investment; and and (h) IPS and its Subsidiaries may liquidate, dissolve undertaking or wind-downconsummating any IPO Reorganization Transactions.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated (including by way of liquidation or winding up) with or into the Borrower, ; provided that (Ai) either (x) the Borrower shall be the continuing or surviving corporation entity or (By) if the debt rating of the Person formed by (if other than the Borrower) who is the continuing or surviving any such merger, amalgamation or consolidation is not entity (the Borrower (such other or Person, as the case may be, being herein referred to as the “Successor Borrower”) shall after giving effect to such merger or consolidation be BBB- or higher from S&P or Baa3 or higher from Xxxxx’x (provided that in no event shall such Successor Borrower have a debt rating of BB or lower from S&P or Ba2 or lower from Xxxxx’x), as determined pursuant to the definition of “Applicable Margin”, (1ii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia States or any territory State thereof, (2iii) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3iv) each Guarantorno Default or Event of Default is then existing and no Default or Event of Default would result from the consummation of such merger or consolidation, unless it is (v) the other party Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, shall have by a supplement to with the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations covenant set forth in Section 9.4 as such covenant is recomputed as at the last day of the most recently ended fiscal quarter under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such Section as if such merger or consolidationconsolidation had occurred on the last day of such fiscal quarter, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6vi) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying the compliance referred to in clause (v) above and stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee supplement to this Agreement comply with this Agreement and the perfection a legal opinion (in form and priority of the Liens under the applicable Security Documents and (y) if requested by substance reasonably satisfactory to the Administrative Agent, an opinion of counsel ) with respect to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses to be delivered, if any, pursuant to clause (3iii) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood above; provided further that if the foregoing are satisfied, the such Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement);; and (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or enter into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation merger or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is changing its organizational form from a corporation to effect a disposition permitted pursuant limited liability company or from a limited liability company to Section 10.4 or an investment permitted pursuant to Section 10.5a corporation; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downprovided that such change has no adverse affect on the rights of the Finance Parties.

Limitation on Fundamental Changes. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower Holdings or any other Person may be merged, amalgamated or consolidated with or into Holdings or the Borrower, ; provided that (A) Holdings or the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of Holdings or the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicable, Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower Holdings or any other Person (in each case, other than the BorrowerCompany) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, Holdings; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower Holdings shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower Holdings shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger Transactions may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower Holdings or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than the Company) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary (other than the Company) may liquidate or dissolve if (i) the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Holdings and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutionLenders; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower Holdings and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (d) of the definition of “Asset Sale”) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.510.5 or an investment that constitutes a Permitted Investment; and (h) IPS so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings or any Restricted Subsidiary may change its Subsidiaries may liquidate, dissolve or wind-downlegal form.

Limitation on Fundamental Changes. The Borrower and the Parent Guarantors will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default any Subsidiary of the Borrower or Event of Default has occurred and is continuing any other Person may be merged or would result therefrom and (ii) both before and after giving effect to such transaction consolidated with or into the Borrower; provided that the Borrower shall be in compliance the continuing or surviving entity; (ii) any Parent Company may be merged or consolidated with or into Holdings; provided that Holdings shall be the covenant set forth in Section 10.10, continuing or surviving entity; and (iii) any Parent Company may be merged or consolidated with or into any other Parent Company; provided that a Parent Company shall be the continuing or surviving entity; (b) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such mergerentity, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, and (ii) in the case of any merger, amalgamation or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documentsentity; (c) the Merger may be consummated; (di) any Restricted Subsidiary that is not a Credit Party Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Subsidiary Guarantor or any other Restricted Subsidiary of the Borrower, subject to compliance with Section 10.5(g) and (ii) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to other Persons (including by way of merger, in the case of a Restricted Subsidiary), so long as such sale, lease, transfer or other disposition (x) does not constitute a sale, lease, transfer or other disposition of all or substantially all of the business units, assets or properties of the Borrower and its Restricted Subsidiaries, taken as a whole, and (y) is in compliance with Section 10.4; (d) any Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted SubsidiaryGuarantor; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (ix) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iiy) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 10.5, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a another Credit Party after giving effect to such liquidation or dissolution; (f) any Subsidiary of a Parent Guarantor (other than the Borrower) that is not a Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any other Subsidiary of a Parent Guarantor (other than the Borrower) or a Parent Guarantor; provided that a Parent Guarantor shall be the continuing or surviving entity; and (g) any Restricted Subsidiary may merge with any other Person in order to (i) effect an Investment permitted pursuant to Section 10.5 (provided that (A) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Sections 9.11 and 9.12 and (B) to the extent that no Default constituting an Investment, such Investment must be a permitted Investment in accordance with Section 10.5) or Event (ii) effect the designation of Default would result from the consummation of such disposition or investment, the Borrower and the a Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 Subsidiary as an Unrestricted Subsidiary or an investment permitted pursuant to Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down9.19.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any mergermerge, consolidation consolidate or amalgamationamalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (A) the Borrower shall be the continuing or surviving corporation entity or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of Canada or any province thereof or of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents in a manner and pursuant to a supplement hereto or thereto in form documentation reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicable, Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, if any, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and ), (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate of an Authorized Officer stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under complies with the applicable Security Documents requirements set forth in this clause (a) and (y) if reasonably requested by the Administrative Agent, an opinion of counsel as to corporate matters and to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) ), preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents Documents, (7) such transaction does not result in any adverse tax consequences to any Lender (unless reimbursed hereunder) or to the Administrative Agent (unless reimbursed hereunder), and (8) the Administrative Agent shall have received at least five (5) Business Days’ prior written notice of the proposed transaction and the Borrower shall promptly and in any event at least two (2) Business Days’ prior to the consummation of the transaction provide all information any Lender or any Agent may reasonably request to satisfy its “know your customer” and other similar requirements necessary for such Person to comply with its internal compliance and regulatory requirements with respect to the proposed Successor Borrower (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the such Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, Subsidiary and (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantorsa Credit Party, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under complies with the applicable Security Documentsrequirements set forth in this clause (b); (c) the Merger Transactions may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or to any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, ; provided that the consideration for any such disposition by paid to any Person other than a Guarantor shall not exceed the fair value of such assets; (fe) any Restricted Subsidiary may liquidate liquidate, dissolve or dissolve wind up if (i) the Borrower determines in good faith that such liquidation liquidation, dissolution or dissolution winding up is in the best interests of the Borrower and the Restricted Subsidiaries, taken as a whole, and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutionLenders; (gf) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, amalgamation, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, license, sublicense, assignment or disposition, the purpose of which is to effect (i) a disposition otherwise permitted hereunder, other than a disposition effected pursuant to Section 10.4 clause (b) of the definition of “Asset Sale” or an investment (ii) a dividend, distribution or Investment permitted pursuant to Section 10.5, including an Investment that constitutes a Permitted Investment; (g) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower or any Restricted Subsidiary may change its legal form; (h) the Borrower or any Restricted Subsidiary may consummate any Permitted Reorganization; (i) the Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries may enter into and consummate any Intercompany License Agreement; and (hj) IPS any merger, consolidation or amalgamation the purpose and its Subsidiaries may liquidate, dissolve only substantive effect of which is to reincorporate or wind-downreorganize the Borrower or any Restricted Subsidiary in a jurisdiction in the Borrower’s or any applicable Restricted Subsidiary’s country of organization shall be permitted.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its Property or business units, assets (in one transaction or other propertiesin a series of related transactions), except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Restricted Subsidiary of the Borrower or any other Person Company may be merged, amalgamated merged or consolidated with or into the Borrower, Company (provided that (A) the Borrower Company shall be the continuing or surviving corporation or (Bentity) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and Loan Party (provided that the provisions set forth in the preceding clauses (3continuing or surviving entity is a Loan Party) through (5) preserve the enforceability of the Guarantee and the perfection and priority Company shall comply with Section 6.08 in connection therewith promptly after the consummation of the Liens created under the applicable Security Documents such transaction (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation a merger or consolidation involving one or more Restricted Subsidiariesan Approved Borrower, (A) a Restricted Subsidiary the surviving entity shall be the continuing or surviving Person or (Ba pre-existing Approved Borrower) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, and (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party Subsidiary Guarantor may sell, lease, transfer be merged or otherwise dispose consolidated with or into any other Restricted Subsidiary which is not a Subsidiary Guarantor; (b) the Company or any Restricted Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation, winding up, dissolution or otherwise; provided that the Company may not liquidate, wind up or dissolve itself (or suffer any liquidation or otherwisedissolution)) to any Loan Party or, in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor, to any other Restricted Subsidiary (and, in any such case, other than in the case of the Company, liquidate, wind up or dissolve in connection therewith); (c) any Permitted Acquisition may be structured as a merger with or into the Company (provided that the Company shall be the continuing or surviving corporation), with or into any other Loan Party (provided that the continuing or surviving corporation of any such merger shall be a Loan Party ), and the Company shall comply with Section 6.08 in connection therewith (provided that if any merging entity is an Approved Borrower the surviving entity of any such merger shall be a pre-existing Approved Borrower) or with or into any other Restricted Subsidiary; (ed) any Disposition of a Subsidiary permitted by Section 7.05 may sellbe made in the form of a merger, leaseconsolidation or amalgamation, transfer or otherwise dispose liquidation, winding up, dissolution or Disposition of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets Property or business (in one transaction or in a series of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5related transactions); and (he) IPS any Specified Disposition permitted under Section 7.05 and its Subsidiaries may liquidateSpecified Distribution permitted by Section 7.06 shall, dissolve or wind-downin each case, be permitted under this Section 7.04.

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation consolidate with or amalgamation, merge with or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer or otherwise dispose of, lease all or substantially all its business unitsassets to, assets or other propertiesany Person, except thatunless: (a) so long as (i) no Default the resulting, surviving or Event of Default has occurred and is continuing or would result therefrom and transferee Person (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor BorrowerCompany”), (1) the Successor Borrower shall will be an entity a Person organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia or any territory thereof, (2) and the Successor Borrower shall Company (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement by executing and delivering to the Administrative Agent a joinder or one or more other Credit Documents documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Company with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to subsection 7.1(a), or (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Company with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each applicable Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a supplement hereto joinder or thereto other document or instrument in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to confirming its Subsidiary Guarantee under the Guarantee confirmed and Collateral Agreement (other than any Subsidiary Guarantee that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, will be discharged or terminated in connection with such transaction); and (4v) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor The Borrower shall have delivered to the Administrative Agent (x) an officer’s a certificate stating that such merger or consolidation and such supplements preserve the enforceability signed by a Responsible Officer of the Guarantee Borrower and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an a legal opinion of counsel each to the effect that such consolidation, merger or consolidation does not violate this Agreement or any other Credit Document and that transfer complies with the provisions set forth described in this paragraph, provided that (x) in giving such opinion such counsel may rely on such certificate of such Responsible Officer as to compliance with the preceding foregoing clauses (3ii) through and (5iii) preserve the enforceability of this subsection 7.3(a) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in clause (d) of this subsection 7.3. (b) Any Indebtedness that becomes an obligation of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents Borrower (it being understood that or, if the foregoing are satisfiedapplicable, the Successor Company with respect thereto) or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this subsection 7.3, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with subsection 7.1. (c) Upon any transaction involving the Borrower in accordance with subsection 7.3(a) in which the Borrower is not the Successor Company, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement);, and thereafter the predecessor Borrower shall be relieved of all obligations and covenants under this Agreement, except that the predecessor Borrower in the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Loans. (bd) Subsection 7.3(a) will not apply to any transaction in which the Borrower consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Borrower in another jurisdiction (so long as no Default or Event such jurisdiction is the United States of Default has occurred and is continuing or would result therefromAmerica, any State thereof or the District of Columbia) or changing its legal structure to a corporation, limited liability company or other entity or (y) a Restricted Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries so long as all assets of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose immediately prior to such transaction (other than Capital Stock of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (hsuch Restricted Subsidiary) IPS are owned by such Restricted Subsidiary and its Restricted Subsidiaries may liquidateimmediately after the consummation thereof. Subsection 7.3(a) will not apply to any transaction in which any Restricted Subsidiary consolidates with, dissolve merges into or wind-downtransfers all or part of its assets to the Borrower.

Limitation on Fundamental Changes. The Borrower will not, and will not permit (a) Permit any of the Restricted Subsidiaries to, Subsidiary to enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), unless (i) following any such merger, consolidation or conveyamalgamation, sella Subsidiary continues as the surviving Person, lease(ii) such merger, assignconsolidation or amalgamation is with the Borrower and the Borrower continues as the surviving Person, transfer (iii) such merger, consolidation or amalgamation occurs among Subsidiaries, with a Subsidiary continuing as the surviving Person, (iv) in connection with any liquidation, wind-up or dissolution, the relevant Subsidiary sells, disposes or otherwise dispose ofdistributes all of its assets to the Borrower and/or another Subsidiary and each other holder of such relevant Subsidiary’s Capital Stock ratably according to their respective holdings of the type of Capital Stock (or according to any applicable governing document or management agreement) in respect of which such sale, all disposition or substantially all its business unitsdistribution is being made, assets (v) any merger, sale, disposition or other propertiesdistribution of or by any Subsidiary, except to the extent such transaction is permitted by Section 7.5, or (vi) any liquidation, wind-up or dissolution of a Subsidiary that:, in the Borrower’s good faith determination, is in the Borrower’s best interest and could not reasonably be expected to have a Material Adverse Effect. (ab) so long Enter into any merger, consolidation or amalgamation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), unless following any such merger, consolidation or amalgamation, the Borrower continues as the surviving Person; provided that the Borrower may reorganize or enter into any merger, consolidation or amalgamation with another Person in a transaction in which such other Person is the surviving entity if (i) no Default or Event of Default has occurred and is continuing or would result therefrom and continuing, (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or and validly existing under the laws of the United States, any state thereof, the District of Columbia States or any territory thereof, (2) the Successor Borrower shall expressly assume State thereof and by operation of law or otherwise assumes all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation hereunder and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested assumption is evidenced by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents satisfactory in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Partiesits reasonable discretion, (iii) no Default or Event the Borrower has demonstrated to the reasonable satisfaction of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such mergerthat, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation reorganization, merger or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investmentconsolidation, the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.1, (iv) such other Person is engaged in business of the same general type as conducted by the Borrower on the Closing Date, and (v) the Restricted Subsidiaries may consummate Lenders shall be reasonably satisfied with the documentation and other information so requested in order to comply with their obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and (vi) if the Borrower or such other Person qualifies as a merger, dissolution, liquidation, consolidation, investment or disposition“legal entity customer” under the Beneficial Ownership Regulation, the purpose of which is Borrower or such other Person shall have delivered, to effect each Lender that so requests, a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downBeneficial Ownership Certification.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Term Administrative Agent, (3) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the Guarantee Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicableDocument, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and ), (6) the Successor Borrower shall have delivered to the Administrative Agents, at least three Business Days prior to its assumption of the obligation under this Agreement, such “know-your-customer” or similar information as is reasonably requested by the Administrative Agents, and (7) the Successor Borrower shall have delivered to the Term Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Term Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving the Borrower or one or more Guarantors, the Borrower or a Guarantor Guarantor, as applicable, shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already the Borrower or a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Term Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Term Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of this Agreement or the Guarantees Guarantees, as applicable, and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger Transactions may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution;Lenders; and (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (d) of the definition of Asset Sale) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve 10.5 or wind-downan investment that constitutes a Permitted Investment.

Limitation on Fundamental Changes. The Except as permitted by Sections 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (Ai) the Borrower shall be the continuing or surviving corporation Person or, in the case of a merger, amalgamation or (B) if consolidation with or into the Borrower, the Person formed by or surviving any such merger, amalgamation or consolidation is not (if other than the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation, and (iv) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation or consolidation, with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (B) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4C) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed Credit Documents confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause the Successor Borrower’s obligations under this Agreement, (3) and (6E) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation or consolidation and such any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and Documents, (yF) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger merger, amalgamation or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood Document; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement)Agreement and (G) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Guarantee, the Security Agreement, the Pledge Agreement and any applicable Mortgage, and a joinder to the relevant Security Documents Intercompany Note, each in form and substance reasonably satisfactory to the Administrative Collateral Agent in order for the surviving Person to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder grantor of Collateral for the benefit of the Secured PartiesParties and to acknowledge and agree to the terms of the Intercompany Note, (iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation or consolidation or would result from the consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves a Subsidiary and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation or consolidation, with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (B) the Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Credit Document preserve the enforceability of the Guarantees Guarantee and the perfection and priority of the Liens under the applicable Security DocumentsAgreement and (C) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party Guarantor may sell(i) merge, leaseamalgamate or consolidate with or into any other Restricted Subsidiary and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, transfer a Guarantor or otherwise dispose any other Restricted Subsidiary of the Borrower; (d) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any other Subsidiary which is not a Guarantor or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Guarantor; provided that if such Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be, and any such Disposition shall be, an “Investment” and subject to the limitations set forth in Section 10.5 and (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted SubsidiaryGuarantor; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed Disposed of or transferred in accordance with Section 10.4 or 10.5 or10.5, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (f) the Borrower and its Restricted Subsidiaries may consummate the Transactions; and (g) to the extent that no Borrowing Base Deficiency, Default or Event of Default would result from the consummation of such disposition or investmentDisposition, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment consolidation or dispositionDisposition, the purpose of which is to effect a disposition Disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down10.4.

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4, 10.5 or 10.6, the Borrower will not, not and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person (other than Holdings) may be merged, amalgamated or consolidated with or into the BorrowerBorrower or the Borrower may Dispose of all or substantially all of its business units, assets and other properties; provided that (Ai) the Borrower shall be the continuing or surviving corporation Person or, in the case of a merger, amalgamation or (B) if consolidation where the Borrower is not the continuing or surviving Person, the Person formed by or surviving any such merger, amalgamation or consolidation is not (if other than the Borrower (such other PersonBorrower) or in connection with a Disposition of all or substantially all of the Borrower’s assets, the “Successor Borrower”)transferee of such assets or properties, (1) the Successor Borrower shall shall, in each case, be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (3iii) if such merger, amalgamation, consolidation or Disposition involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation, consolidation, or Disposition, is not a Restricted Subsidiary of the Borrower (A) subject to Section 1.11, no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing on the date of such merger, amalgamation, consolidation or Disposition or would result from the consummation of such merger, amalgamation, consolidation or Disposition, (B) each Guarantor, unless it is the other party to such merger merger, amalgamation, consolidation or consolidationDisposition or unless the Successor Borrower is the Borrower, shall have confirmed by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4C) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation, consolidation or consolidationDisposition or unless the Successor Borrower is the Borrower, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed Credit Documents confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation, consolidation or consolidationDisposition or unless the Successor Borrower is the Borrower, shall have affirmed by an amendment to or restatement of the Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause the Successor Borrower’s obligations under this Agreement, (3) and (6E) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, consolidation or consolidation Disposition and such any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens on the Collateral under the applicable Security Documents and Documents, (yF) if reasonably requested by the Administrative Agent, the Borrower shall be required to deliver to the Administrative Agent an opinion of counsel to the effect that such merger merger, amalgamation, consolidation or consolidation Disposition does not violate breach or result in a default under this Agreement or any other Credit Document and that (G) such merger, amalgamation, consolidation or Disposition shall comply with all the provisions conditions set forth in the preceding clauses (3) through (5) preserve the enforceability definition of the Guarantee and the perfection and priority of the Liens created term “Permitted Acquisition” or is otherwise permitted under the applicable Security Documents (it being understood that Section 10.5 or Section 10.6; provided, further, that, if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this AgreementAgreement (provided, further, that, in the event of a Disposition of all or substantially all of the Borrower’s assets or property to a Successor Borrower (which is not the Borrower) as set forth above and notwithstanding anything to the contrary in Section 13.6(a), if the original Borrower retains any assets or property other than immaterial assets or property after such Disposition, such original Borrower shall remain obligated as a co-Borrower along with the Successor Borrower hereunder); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the BorrowerHoldings) may be merged, amalgamated or consolidated with or into any one or more Restricted Subsidiaries of the BorrowerBorrower or any Restricted Subsidiary may Dispose of all or substantially all of its business units, assets and other properties; provided that that, (i) in the case of any merger, amalgamation amalgamation, consolidation or consolidation Disposition involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or the transferee of such assets or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation amalgamation, consolidation or consolidation the transferee of such assets and properties (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation amalgamation, consolidation or consolidation Disposition involving one or more Subsidiary Guarantors, a Guarantor shall be if the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation or the transferee of such assets and properties is a Credit Party, then any Indebtedness of any Subsidiary Guarantor assumed by such surviving Person or the transferee of such assets and properties shall be deemed an Incurrence of Indebtedness upon completion of such transaction and such transaction shall be permitted only if such Incurrence is permitted under Section 10.1 of this Agreement (if other than a Guarantorwithout giving effect to Section 10.1(k)) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) if such merger, amalgamation, consolidation or Disposition involves a Restricted Subsidiary and a Person that, prior to the consummation of such merger, amalgamation, consolidation or Disposition, is not a Restricted Subsidiary of the Borrower, (A) subject to Section 1.11, no Default or Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing on the date of such merger, amalgamation, consolidation or Disposition or would result from the consummation of such merger, amalgamation amalgamation, consolidation or consolidation and Disposition, (ivB) the Borrower shall have delivered to the Administrative Agent a certificate of an officers’ certificate Authorized Officer stating that such merger, amalgamation amalgamation, consolidation or consolidation Disposition and any such supplements to any Security Credit Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security DocumentsDocuments and (C) such merger, amalgamation, consolidation or Disposition shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.4, 10.5 or 10.6; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell(i) merge, lease, transfer amalgamate or otherwise dispose consolidate with or into any other Restricted Subsidiary and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted SubsidiarySubsidiary of the Borrower; (d) the Transactions (including the Mergers) may be consummated; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve or change its legal form if (ix) the Borrower determines in good faith that such liquidation or dissolution or change of legal form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iiy) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed Disposed of or transferred in accordance with Section 10.4 10.4, Section 10.5 or 10.5 Section 10.6, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party the Borrower or another Restricted Subsidiary after giving effect to such liquidation or dissolution;dissolution or change of legal form; and (gf) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment amalgamation or dispositionDisposition, the purpose of which is to effect a disposition Disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downother than 10.4(h)).

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation consolidate with or amalgamation, merge with or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer or otherwise dispose of, lease all or substantially all its business unitsassets to, assets or other propertiesany Person, except thatunless: (a) so long as (i) no Default the resulting, surviving or Event of Default has occurred and is continuing or would result therefrom and transferee Person (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor BorrowerCompany”), (1) the Successor Borrower shall will be an entity a Person organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia or any territory thereof, (2) and the Successor Borrower shall Company (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other Credit Documents documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Company with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to subsection 7.1(a), or (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Company with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a supplement hereto joinder or thereto other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guarantee (3other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction); (v) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply extent required to any Successor Borrower’s obligations under be Collateral pursuant to the terms of the Security Documents and this Agreement, the Collateral owned by the Successor Company will (4a) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party continue to such merger or consolidation, shall have by a supplement to constitute Collateral under the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) Documents and (6b) be subject to a Lien in favor of the Collateral Agent; and (vi) the Successor Borrower shall will have delivered to the Administrative Agent (x) an officer’s a certificate stating that such merger or consolidation signed by a Responsible Officer and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an a legal opinion of counsel each to the effect that such consolidation, merger or consolidation does not violate transfer complies with the provisions described in this Agreement paragraph, provided that (x) in giving such opinion such counsel may rely on such certificate of such Responsible Officer as to compliance with the foregoing clauses (ii) and (iii) of this subsection 7.3(a) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in clause (d) of this subsection 7.3. (b) Any Indebtedness that becomes an obligation of the Successor Company or any other Credit Document Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this subsection 7.3, and that the provisions set forth any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in the preceding clauses compliance with subsection 7.1. (3c) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the The Successor Borrower Company will succeed to, and be substituted for, and may exercise every right and power of, the Borrower under the Loan Documents, and thereafter the predecessor Borrower shall be relieved of all obligations and covenants under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of except that the predecessor Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Loans. (d) Clauses (ii) and (iii) of subsection 7.3(a) will not apply to any merger, amalgamation transaction in which the Borrower consolidates or consolidation involving one merges with or more Restricted Subsidiaries, into or transfers all or substantially all its properties and assets to (Ax) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Borrower in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary shall be the continuing or surviving Person or (B) so long as all assets of the Borrower shall take all steps necessary and its Restricted Subsidiaries immediately prior to cause the Person formed by or surviving any such merger, amalgamation or consolidation transaction (if other than a Capital Stock of such Restricted Subsidiary) to become a are owned by such Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement Subsidiary and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from its Restricted Subsidiaries immediately after the consummation of such merger, amalgamation or consolidation and thereof. Subsection 7.3(a) will not apply to (iv1) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) transaction in which any Restricted Subsidiary that is not a Credit Party may sellconsolidates with, lease, transfer merges into or otherwise dispose of any transfers all or all part of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i2) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downTransactions.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter Enter into any merger, acquisition, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer Dispose of (whether in one transaction or otherwise dispose of, in a series of transactions) all or substantially all of its Property or business units, assets (whether now owned or other propertieshereafter acquired) or less than all of the Equity Interests of any Subsidiary (except to qualified directors if required by law), except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing exists or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, Borrower or any Subsidiary Guarantor (provided that (A) the Borrower or a Subsidiary Guarantor shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any simultaneously with such merger, amalgamation or consolidation is not consolidation, the continuing or surviving Person shall become a Subsidiary Guarantor and the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto comply with Section 5.12 in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreementconnection therewith); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower that is not a Loan Party may merge, amalgamate or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated consolidate with or into any one or more Subsidiaries of the Borrower, provided other Subsidiary that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) is not a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security DocumentsLoan Party; (c) the Merger any Subsidiary may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer Dispose of all or otherwise dispose of any or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings, the Borrower or any other Restricted SubsidiarySubsidiary Guarantor; (ed) any Subsidiary that is not a Loan Party may sell, lease, transfer Dispose of all or otherwise dispose of any or substantially all of its assets (upon voluntary liquidation or otherwise) to any Credit other Subsidiary that is not a Loan Party; (e) so long as no Default or Event of Default exists or would result therefrom, provided that any Disposition permitted by Section 6.04 and any merger, amalgamation, consolidation, dissolution, liquidation, investment or Disposition the consideration for any such disposition purpose of which is to effect a Disposition permitted by any Person other than a Guarantor shall not exceed the fair value of such assetsSection 6.04 may be consummated; (f) Holdings, the Borrower and their Subsidiaries may consummate the Transactions as contemplated by, and in compliance with, the Loan Documents; (g) Holdings, the Borrower and their Subsidiaries may consummate the Mexico JV Transaction as contemplated by, and in compliance with, the Mexico JV Acquisition Agreement; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower and the Subsidiaries and is not materially disadvantageous to the Lenders and (ii) to the extent if such Restricted Subsidiary is a Credit Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with this Section 10.4 or 10.5 6.03 and Section 6.04 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Loan Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down.

Limitation on Fundamental Changes. The Except as permitted by Section 10.5, (i) the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)) and (ii) the Borrower will not, or and will not permit the Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of, all or substantially all its of the business units, assets or other propertiesproperties of the Borrower and its Restricted Subsidiaries, taken as a whole, except that: (a) so long as (i) both before and after giving effect to such transaction, no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (A) the Borrower shall be the continuing or surviving corporation company or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower (if other than the Borrower) shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of this Agreement and the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement)Documents; (b) so long as no Default or Event of Default has occurred and is continuing continuing, or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents each in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured PartiesParties and to acknowledge and agree to the terms of the Intercompany Subordinated Note, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to the Guarantee and any Security Document preserve the enforceability of the Guarantees Guarantee and the perfection and priority of the Liens under the applicable Security DocumentsDocuments to the extent otherwise required; (c) any Permitted Reorganization, an IPO Reorganization Transaction and the Merger Transactions may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, ; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or10.5, or in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) the Borrower or any Restricted Subsidiary may change its legal form, so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Liens granted pursuant to any Security Documents to which such Person is a party remain perfected and in full force and effect, to the extent that no Default otherwise required hereby; (h) any merger, consolidation or Event amalgamation the purpose and only substantive effect of Default would result from which is to reincorporate or reorganize the consummation Borrower or any Restricted Subsidiary in a jurisdiction in the United States, any state thereof or the District of such disposition or investmentColumbia, so long as the Liens granted pursuant to the Security Documents to which the Borrower is a party remain perfected and in full force and effect, to the extent otherwise required hereby; (i) the Transactions and any transactions as contemplated by the Plan may be consummated; and (j) the Borrower and the Restricted Subsidiaries may consummate a merger, amalgamation dissolution, liquidation, consolidationwindup, investment consolidation or disposition, the purpose of which is to effect constituting, or otherwise resulting in, a disposition transaction permitted by Section 10.4 (other than Section 10.4(d)), an Investment permitted pursuant to Section 10.4 or an investment 10.5 (other than Section 10.5(l)), and any dividends permitted pursuant to Section 10.5; and 10.6 (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downother than Section 10.6(f)).

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter Enter into any merger, consolidation consolidation, Division Transaction, or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets Property or other propertiesbusiness, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated with (or liquidated or dissolved into) any other Subsidiary of the Borrower or into the Borrower, Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly-Owned Subsidiary of the Parent REIT (provided that (Ai) the Borrower such Wholly-Owned Subsidiary shall be the continuing or surviving corporation or (Bii) if simultaneously with such transaction, the Person formed by continuing or surviving any such merger, amalgamation or consolidation is not entity shall become a Wholly-Owned Subsidiary of the Borrower (such other Person, the “Successor Borrower”Parent REIT), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United Statesand, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted forcase, the Borrower under this Agreement)shall comply with Section 6.9 in connection therewith; (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation liquidation, dissolution, pursuant to a Division or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sellthereof, leaseexcept that, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that if the consideration for any transferor in such disposition by any Person other than transaction is a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Wholly-Owned Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to Parent REIT, then the Lenders and (ii) to transferee thereof must be a Wholly-Owned Subsidiary of the extent such Restricted Subsidiary is a Credit PartyParent REIT, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 orand, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investmenteach case, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to shall comply with Section 10.4 or an investment permitted pursuant to Section 10.56.9 in connection therewith; and (hc) IPS any transaction permitted under Section 7.5 and its Subsidiaries may liquidate7.7 shall be permitted, dissolve or wind-downincluding in connection with an acquisitions not otherwise prohibited hereunder.

Limitation on Fundamental Changes. The Except as permitted by Sections 11.4 or 11.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (Ai) the Borrower shall be the continuing or surviving corporation Person or, in the case of a merger, amalgamation or (B) if consolidation with or into the Borrower, the Person formed by or surviving any such merger, amalgamation or consolidation is not (if other than the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation, and (iv) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the Financial Performance Covenants, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (B) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4C) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed Credit Documents confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause the Successor Borrower’s obligations under this Agreement, (3) and (6E) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation or consolidation and such any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and Documents, (yF) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger merger, amalgamation or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood Document; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement)Agreement and (G) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 11.5; (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Guarantee, the Security Agreement, the Pledge Agreement and the relevant Security Documents any applicable Mortgage, each in form and substance reasonably satisfactory to the Administrative Agent in order for the surviving Person to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder grantor of Collateral for the benefit of the Secured Parties, (iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation or consolidation or would result from the consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves a Subsidiary and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the Financial Performance Covenants, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (B) the Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Credit Document preserve the enforceability of the Guarantees Guarantee and the perfection and priority of the Liens under the applicable Security DocumentsAgreement and (C) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 11.5; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party Guarantor may sell(i) merge, leaseamalgamate or consolidate with or into any other Restricted Subsidiary and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, transfer a Guarantor or otherwise dispose any other Restricted Subsidiary of the Borrower; (d) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any other Subsidiary which is not a Guarantor or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Guarantor; provided that if such Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be, and any such Disposition shall be, an “Investment” and subject to the limitations set forth in Section 11.5 and (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted SubsidiaryGuarantor; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed Disposed of or transferred in accordance with Section 10.4 11.4 or 10.5 or11.5, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution;; and (gf) to the extent that no Borrowing Base Deficiency, Default or Event of Default would result from the consummation of such disposition or investmentDisposition, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment consolidation or dispositionDisposition, the purpose of which is to effect a disposition Disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down11.4.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated (including by way of liquidation or winding up) with or into the Borrower, ; provided that (Ai) either (x) the Borrower shall be the continuing or surviving corporation entity or (By) if the debt rating of the Person formed by (if other than the Borrower) who is the continuing or surviving any such merger, amalgamation or consolidation is not entity (the Borrower (such other or Person, as the case may be, being herein referred to as the “Successor Borrower”) shall after giving effect to such merger or consolidation be BBB- or higher from S&P or Baa3 or higher from Mxxxx’x (provided that in no event shall such Successor Borrower have a debt rating of BB or lower from S&P or Ba2 or lower from Mxxxx’x), as determined pursuant to the definition of “Applicable Margin”, (1ii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia States or any territory State thereof, (2iii) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3iv) each Guarantorno Default or Event of Default is then existing and no Default or Event of Default would result from the consummation of such merger or consolidation, unless it is (v) the other party Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, shall have by a supplement to with the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations covenant set forth in Section 9.3 as such covenant is recomputed as at the last day of the most recently ended fiscal quarter under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such Section as if such merger or consolidationconsolidation had occurred on the last day of such fiscal quarter, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6vi) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying the compliance referred to in clause (v) above and stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee supplement to this Agreement comply with this Agreement and the perfection a legal opinion (in form and priority of the Liens under the applicable Security Documents and (y) if requested by substance reasonably satisfactory to the Administrative Agent, an opinion of counsel ) with respect to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses to be delivered, if any, pursuant to clause (3iii) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood above; provided further that if the foregoing are satisfied, the such Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement);; and (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or enter into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation merger or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is changing its organizational form from a corporation to effect a disposition permitted pursuant limited liability company or from a limited liability company to Section 10.4 or an investment permitted pursuant to Section 10.5a corporation; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downprovided that such change has no adverse affect on the rights of the Finance Parties.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of (other than the granting of any Lien permitted by Section 6.3) all or substantially all of its business units, assets Property or other propertiesbusiness, except that: (a) so long as any Person (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10including without limitation, any Restricted Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated (i) with or into any one or more Subsidiaries of the BorrowerBorrower (provided that, provided that (i) in the case of any mergera merger or a consolidation, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary the Borrower shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiaryentity), (ii) with or into any Loan Party (other than the Borrower) (provided that, (x) in the case of any mergera merger or consolidation, amalgamation or consolidation involving one or more Guarantors, a Guarantor such Loan Party shall be the continuing or surviving Person entity or (y) after giving effect to such transaction the Person formed by continuing or surviving entity shall be a Loan Party and simultaneously with, or promptly after the consummation of, such transaction, the continuing or surviving entity shall become a Loan Party); or (iii) unless such Person is the Borrower or a Subsidiary Guarantor, with or into any such merger, amalgamation or consolidation Subsidiary of the Borrower (if other than a GuarantorLoan Party) (provided that after giving effect to such transaction the continuing or surviving entity shall execute be a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit Restricted Subsidiary of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security DocumentsBorrower); (ci) any of the Merger Borrower or any Guarantor may be consummated; Dispose of any or all of its assets (dupon voluntary liquidation or otherwise) to any Loan Party (or to a Restricted Subsidiary that becomes a Loan Party simultaneously with, or promptly after the consummation of, such transaction), (ii) any non-operating Subsidiaries of Holdings (other than the Borrower) with nominal assets and nominal liabilities may liquidate, wind up or dissolve itself and (iii) any Restricted Subsidiary that is not (other than a Credit Party Loan Party) of the Borrower may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (ec) any single purpose Restricted Subsidiary (other than a Loan Party) or Restricted Subsidiary that is not a Material Subsidiary may sell, lease, transfer Dispose of all or otherwise dispose of any or all portion of its assets (upon voluntary liquidation or otherwise) to in the ordinary course of business and any Credit Party, provided Subsidiary that the consideration for any such disposition by any Person other than is not a Guarantor shall not exceed the fair value of such assetsor immaterial Restricted Subsidiary may otherwise liquidate, wind up or be dissolved; (fd) any Restricted Subsidiary may liquidate merge or dissolve if consolidate with (ior Dispose of all or substantially all of its assets to) the Borrower determines any other Person in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous order to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred effect an Investment in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, 6.7 or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.56.6; and (he) IPS and its Subsidiaries may liquidate, dissolve or wind-downin connection with any Disposition permitted by Section 6.5.

Limitation on Fundamental Changes. The Borrower will not, and (a) Holdings will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation consolidate with or amalgamation, merge with or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer lease or otherwise dispose of, transfer all or substantially all its business unitsassets to, assets or other propertiesany Person, except thatunless: (a) so long as (i) no Default the resulting, surviving or Event of Default has occurred and is continuing or would result therefrom and transferee Person (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor BorrowerHoldings”), (1) the Successor Borrower shall will be an entity a Person organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia or any territory thereof, (2) and the Successor Borrower shall Holdings (if not Holdings) will expressly assume all the obligations of the Borrower Holdings under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other Credit Documents documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Holdings or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Holdings or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) Holdings (or, if applicable, the Successor Holdings with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or (B) the Consolidated Coverage Ratio of Holdings (or, if applicable, the Successor Holdings with respect thereto) would equal or exceed the Consolidated Coverage Ratio of Holdings immediately prior to giving effect to such transaction; (iv) the Borrower and each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Loan Party Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a supplement hereto joinder or thereto other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming, with regard to the Borrower, its obligations under this Agreement, and with regard to a Subsidiary Guarantor, its Loan Party Guaranty (3other than any Loan Party Guaranty that will be discharged or terminated in connection with such transaction); (v) each Guarantor, unless it is Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the other Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such merger consolidation or consolidation, merger) shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Collateral Agreement or the Pledge Agreement, as applicable, another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), iv) above; (5vi) each mortgagor of a Mortgaged Property, unless it is Fee Property (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the other Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such merger consolidation or consolidation, merger) shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3iv); and (vii) and (6) the Successor Borrower shall Holdings will have delivered to the Administrative Agent (x) an officer’s a certificate stating that such merger or consolidation signed by a Responsible Officer and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agenta legal opinion, an opinion of counsel each to the effect that such consolidation, merger or consolidation does transfer complies with the provisions described in this Subsection 8.7(a), provided that (x) in giving such opinion such counsel may rely on such certificate of a Responsible Officer as to compliance with the foregoing clauses (ii) and (iii) of this Subsection 8.7(a) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in Subsection 8.7(e). (b) The Borrower will not violate consolidate with or merge with or into any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) the Borrower and each Subsidiary Guarantor (other Credit Document than (x) any Subsidiary Guarantor that will be released from its obligations under its Loan Party Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming, with regard to the Borrower, its obligations under this Agreement, and with regard to a Subsidiary Guarantor, its Loan Party Guaranty (other than any Loan Party Guaranty that the provisions set forth will be discharged or terminated in the preceding clauses connection with such transaction); (3iv) through each Subsidiary Guarantor (5other than (x) preserve the enforceability any Subsidiary that will be released from its grant or pledge of Collateral under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger) shall have by a supplement to the perfection Guarantee and priority Collateral Agreement or another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (iii) above; (v) each mortgagor of a Mortgaged Fee Property (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the Liens created Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or merger) shall have affirmed that its obligations under the applicable Security Documents Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (it being understood iv); and (vi) Holdings will have delivered to the Administrative Agent a certificate signed by a Responsible Officer and a legal opinion, each to the effect that if such consolidation, merger or transfer complies with the provisions described in this Subsection 8.7(b), provided that (x) in giving such opinion such counsel may rely on such certificate of a Responsible Officer as to compliance with the foregoing are satisfiedclauses (ii) and (iii) of this Subsection 8.7(b) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in Subsection 8.7(e).; (c) Any Indebtedness that becomes an obligation of Holdings (or, if applicable, any Successor Borrower with respect thereto) or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Subsection 8.7, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Subsection 8.1. (d) The Successor Holdings or the Successor Borrower Borrower, as applicable, will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrommay exercise every right and power of, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantorHoldings, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Loan Documents; (c) , and thereafter the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the predecessor Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sellpredecessor Holdings, leaseas applicable, transfer or otherwise dispose shall be relieved of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Partyobligations and covenants under the Loan Documents, provided except that the consideration for any such disposition by any Person other than a Guarantor shall not exceed predecessor Borrower or the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Partypredecessor Holdings, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 oras applicable, in the case of any such business, discontinued, shall a lease of all or substantially all its assets will not be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect released from the obligation to such liquidation or dissolution;pay the principal of and interest on the Term Loans. (ge) Clauses (ii) and (iii) of Subsection 8.7(a) and clause (ii) of Subsection 8.7(b) will not apply to any transaction in which Holdings or the extent that no Default Borrower, as applicable, consolidates or Event merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of Default would result from reincorporating or reorganizing Holdings or the consummation Borrower, as applicable, in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary of such disposition or investment, the Borrower Holdings so long as all assets of Holdings and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose immediately prior to such transaction (other than Capital Stock of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (hsuch Restricted Subsidiary) IPS are owned by such Restricted Subsidiary and its Restricted Subsidiaries may liquidateimmediately after the consummation thereof. Subsection 8.7(a) will not apply to any transaction in which any Restricted Subsidiary consolidates with, dissolve merges into or wind-downtransfers all or part of its assets to Holdings. Subsection 8.7(b) will not apply to any transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Borrower.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets Property or other propertiesbusiness, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated with or into the Borrower, Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Subsidiary Guarantor; provided that (Ai) the Borrower Subsidiary Guarantor shall be the continuing or surviving corporation or (Bii) if simultaneously with such transaction, the Person formed by continuing or surviving any such merger, amalgamation or consolidation is not corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.10 in connection therewith; (such other Person, the “Successor Borrower”), (1i) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations Subsidiary of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto may Dispose of any or thereto in form reasonably satisfactory all of its Property (upon voluntary liquidation or otherwise) or business to the Administrative Agent, (3) each Borrower or any Subsidiary Guarantor, unless it and (ii) any Subsidiary that is the other party to such merger not a Subsidiary Guarantor may Dispose of any or consolidation, shall have by a supplement to the Guarantee confirmed that all of its guarantee thereunder shall apply Property (upon voluntary liquidation or otherwise) or business to any Successor Borrower’s obligations under this Agreement, (4) each other Subsidiary grantor and each that is not a Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement);Guarantor; and (bc) so long as no Default or Event of Default has occurred and is continuing exists or would result therefrom, any Subsidiary of the Borrower or may merge with any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, order to effect an Investment otherwise permitted pursuant to Section 7.8; provided that (i) in if such Subsidiary is a Subsidiary Guarantor, the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person corporation, or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets continuing or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred tosurviving corporation shall, or otherwise owned or conducted bywill within the times specified therein, a Credit Party after giving effect to such liquidation or dissolution; (g) to have complied with the extent that no Default or Event requirements of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down6.10.

Limitation on Fundamental Changes. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower Holdings or any other Person may be merged, amalgamated or consolidated with or into Holdings or the Borrower, ; provided that (A) Holdings or the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia or any territory thereofColumbia, (2) the Successor Borrower shall expressly assume all the obligations of Holdings or the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicable, Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower Holdings or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, Holdings; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower Holdings shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower Holdings shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger Transactions may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower Holdings or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if (i) the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Holdings and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutionLenders; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower Holdings and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (d) of the definition of “Asset Sale”) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.510.5 or an investment that constitutes a Permitted Investment; and (h) IPS so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings or any Restricted Subsidiary may change its Subsidiaries may liquidate, dissolve or wind-downlegal form.

Limitation on Fundamental Changes. The Borrower Except in connection with the Chapter 11 Plan or the Exit Transactions, the Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower Holdings (other than a Borrower) or any other Person (other than a Borrower) may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower, ; provided that (A) the Parent Borrower or such other Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement)corporation; (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person (in each case, other than the any Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Parent Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (ivii) the Parent Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Parent Borrower or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than a Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party, provided that the consideration for ; (d) any such disposition by any Person Subsidiary (other than a Guarantor shall not exceed the fair value of such assets; (fBorrower) any Restricted Subsidiary may liquidate or dissolve if (i) the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders and (ii) Lenders; provided, that if such entity is a Guarantor, its assets shall be distributed to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (ge) to the extent that no Default or Event Subsidiaries of Default would result from the consummation of such disposition or investment, the Parent Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect an Asset Sale (which for purposes of this Section 10.3(e), will include any disposition below the dollar threshold set forth in clause (d) of the definition of “Asset Sale”) permitted by Section 10.4 or a disposition transaction permitted pursuant to Section 10.4 10.5 or an investment permitted pursuant that constitutes a Permitted Investment; (f) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary (excluding Holdings and any Borrower unless consented to Section 10.5by the Administrative Agent) may change its legal form or reincorporate into a state, commonwealth or territory of the United States, province of Canada or federally in Canada, or analogous political subdivisions of Luxembourg, England and Wales or the Republic of Ireland or to the extent such change or reincorporation does not disadvantage the Secured Parties in respect of any Guarantees or the Collateral and with the prior written consent of the Administrative Agent, into a different jurisdiction than the jurisdiction of its incorporation; and (hg) IPS and its Subsidiaries may liquidate, dissolve any transactions involving Holdings or wind-downa Parent Entity but not any Subsidiary in order to effectuate a Qualifying IPO.

Limitation on Fundamental Changes. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower Holdings or any other Person may be merged, amalgamated or consolidated with or into Holdings or the Borrower; provided that, provided that (A) Holdings or the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, or of the jurisdiction of another Borrower so long as such change to the jurisdiction of another Borrower does not result in the loss of any Collateral or Guarantors, (2) the Successor Borrower shall expressly assume all the obligations of Holdings or the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicable, Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower Holdings or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the BorrowerHoldings; provided that, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower Holdings shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, Parties and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower Holdings shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger Acquisitions may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower Holdings or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any a Credit Party, ; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if (i) the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Holdings and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution;Lenders; and (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower Holdings and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve 10.5 or wind-downan investment that constitutes a “Permitted Investment”.

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, not and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person (other than Holdings) may be merged, amalgamated or consolidated with or into the Borrower, Borrower or the Borrower may Dispose of all or substantially all of its assets or properties; provided that (Ai) the Borrower shall be the continuing or surviving corporation Person or, in the case of a merger, amalgamation or (B) if consolidation where the Borrower is not the continuing or surviving Person, the Borrower, or in connection with a Disposition of all or substantially all of the Borrower’s assets, the Person formed by or surviving any such merger, amalgamation or consolidation is not (if other than the Borrower (Borrower) or the transferee of such other Person, the “Successor Borrower”), (1) the Successor Borrower assets or properties shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iii) no Default or Event of Default has occurred and is continuing at the date of such merger, amalgamation, consolidation or Disposition or would result from such consummation of such merger, amalgamation, consolidation or Disposition and (iv) if such merger, amalgamation, consolidation or Disposition involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation, consolidation or Disposition, is not a Restricted Subsidiary of the Borrower (A) each Guarantor, unless it is the other party to such merger merger, amalgamation, consolidation or consolidationDisposition or unless the Successor Borrower is the Borrower, shall have confirmed by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4B) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation, consolidation or consolidationDisposition or unless the Successor Borrower is the Borrower, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed Credit Documents confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant the Successor Borrower’s obligations under this Agreement and shall have executed a joinder to clause (3)the Intercompany Note, (5C) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation, consolidation or consolidationDisposition or unless the Successor Borrower is the Borrower, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause the Successor Borrower’s obligations under this Agreement, (3) and (6D) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, consolidation or consolidation Disposition and such any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and Documents, (yE) if reasonably requested by the Administrative Agent, the Borrower shall be required to deliver to the Administrative Agent an opinion of counsel to the effect that such merger merger, amalgamation, consolidation or consolidation Disposition does not violate this Agreement or any other Credit Document and that Document, (F) such merger, amalgamation, consolidation or Disposition shall comply with all the provisions conditions set forth in the preceding clauses (3) through (5) preserve the enforceability definition of the Guarantee term “Permitted Acquisition” or is otherwise permitted under Section 10.5 and (G) the perfection Successor Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation, consolidation or Disposition, with the covenants set forth in Sections 10.9 and priority 10.10, as such covenants are recomputed as of the Liens created last day of the most recently ended Test Period under such Sections as if such merger, amalgamation, consolidation or Disposition had occurred on the applicable Security Documents (it being understood first day of such Test Period; provided further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the BorrowerHoldings) may be merged, amalgamated or consolidated with or into any one or more Restricted Subsidiaries of the Borrower, Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets or properties; provided that (i) in the case of any merger, amalgamation amalgamation, consolidation or consolidation Disposition involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person corporation or the transferee of such assets or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation amalgamation, consolidation or consolidation Disposition (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or amalgamation, consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving Person corporation or the Person formed by or surviving any such merger, amalgamation amalgamation, consolidation or consolidation Disposition (if other than a Subsidiary Guarantor) shall execute a supplement to the Guarantee Guarantee, the Security Agreement, the Pledge Agreement and any applicable Mortgage, and a joinder to the relevant Security Documents Intercompany Note, each in form and substance reasonably satisfactory to the Administrative Collateral Agent in order for the surviving Person to become a Subsidiary Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder grantor of Collateral for the benefit of the Secured PartiesParties and to acknowledge and agree to the terms of the Intercompany Note; provided that if such surviving Person is a 100% Non-Guarantor Pledgee, such surviving Person shall not be required to become a Guarantor, pledgor, mortgagor or grantor of Collateral, (iii) no Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation, consolidation or Disposition or would result from the consummation of such merger, amalgamation amalgamation, consolidation or consolidation Disposition and (iv) if such merger, amalgamation, consolidation or Disposition involves a Restricted Subsidiary and a Person that, prior to the consummation of such merger, amalgamation, consolidation or Disposition, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation amalgamation, consolidation or consolidation Disposition and any such supplements to any Security Credit Document preserve the enforceability of the Guarantees Guarantee and the perfection and priority of the Liens under the applicable Security DocumentsAgreement, (B) such merger, amalgamation, consolidation or Disposition shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5 and (C) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation, consolidation or Disposition, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as of the last day of the most recently ended Test Period under such Sections as if such merger, amalgamation, consolidation or Disposition had occurred on the first day of such Test Period; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Restricted Subsidiary and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Guarantor or any other Restricted Subsidiary of the Borrower; (d) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor or into any 100% Non-Guarantor Pledgee, (ii) merge, amalgamate or consolidate with or into any other Restricted Subsidiary which is not a Subsidiary Guarantor; provided that if such Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be an “Investment” and subject to the limitations set forth in Section 10.5 and (iii) sell, lease, license, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower Borrower, any other Subsidiary Guarantor or any other Restricted Subsidiary100% Non-Guarantor Pledgee; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (ix) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iiy) to the extent such Restricted Subsidiary is a Credit PartySubsidiary Guarantor, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 10.5, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party the Borrower or another Subsidiary Guarantor after giving effect to such liquidation or dissolution; (gf) to the extent that no Default or Event of Default would result from the consummation of such disposition or investmentdisposition, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment consolidation or disposition, the purpose of which is to effect a disposition Disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downother than 10.4(i)).

Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation consolidate with or amalgamation, merge with or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer lease or otherwise dispose of, transfer all or substantially all its business unitsassets to, assets or other propertiesany Person (including pursuant to a Division), except thatunless: (a) so long as (i) no Default the resulting, surviving or Event of Default has occurred and is continuing or would result therefrom and transferee Person (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall will be an entity a Person organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia or any territory thereof, (2) and the Successor Borrower shall (if not the Parent Borrower or the OpCo Borrower) will expressly assume all the obligations of the Parent Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other Credit Documents documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Parent Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or (B) the Consolidated Coverage Ratio of the Parent Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Parent Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a supplement hereto joinder or thereto other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (3other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction); (v) each Guarantor, unless it is Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the other Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such merger consolidation or consolidation, merger) shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Collateral Agreement or the Pledge Agreement, as applicable, another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), iv) above; (5vi) each mortgagor of a Mortgaged Property, unless it is Fee Property (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the other Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such merger consolidation or consolidation, merger) shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and iv); and (6vii) the Successor Borrower shall Representative will have delivered to the Administrative Agent (x) an officer’s a certificate stating that such merger or consolidation signed by a Responsible Officer and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agenta legal opinion, an opinion of counsel each to the effect that such consolidation, merger or consolidation does not violate transfer complies with the provisions described in this Agreement Subsection 8.7(a), provided that (x) in giving such opinion such counsel may rely on such certificate of a Responsible Officer as to compliance with the foregoing clauses (ii) and (iii) of this Subsection 8.7(a) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in Subsection 8.7(d). (b) Any Indebtedness that becomes an obligation of the Parent Borrower (or, if applicable, any Successor Borrower with respect thereto) or any other Credit Document Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Subsection 8.7, and that any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Subsection 8.1. (c) Upon any transaction involving the provisions set forth Parent Borrower in accordance with Subsection 8.7(a) in which the preceding clauses (3) through (5) preserve Parent Borrower is not the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfiedSuccessor Borrower, the Successor Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Parent Borrower under this Agreement); (b) so long as no Default or Event the Loan Documents, and thereafter the predecessor Parent Borrower shall be relieved of Default has occurred all obligations and is continuing or would result therefromcovenants under the Loan Documents, any Subsidiary of except that the predecessor Parent Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Term Loans. (d) Clauses (ii) and (iii) of Subsection 8.7(a) will not apply to any merger, amalgamation transaction in which the Parent Borrower consolidates or consolidation involving one merges with or more Restricted Subsidiaries, into or transfers all or substantially all its properties and assets to (Ax) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Parent Borrower in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Parent Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability so long as all assets of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Parent Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose immediately prior to such transaction (other than Capital Stock of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (hsuch Restricted Subsidiary) IPS are owned by such Restricted Subsidiary and its Restricted Subsidiaries may liquidateimmediately after the consummation thereof. Subsection 8.7(a) will not apply to (i) any transaction in which any Restricted Subsidiary consolidates with, dissolve merges into or wind-downtransfers all or part of its assets to the Parent Borrower, (ii) the Transactions or (iii) any transaction in which the Parent Borrower consolidates with, merges into or transfers all or part of its assets to the OpCo Borrower.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated (including by way of liquidation or winding up) with or into the Borrower, ; provided that (Ai) either (x) the Borrower shall be the continuing or surviving corporation entity or (By) if the debt rating of the Person formed by (if other than the Borrower) who is the continuing or surviving any such merger, amalgamation or consolidation is not entity (the Borrower (such other or Person, as the case may be, being herein referred to as the “Successor Borrower”) shall after giving effect to such merger or consolidation be BBB- or higher from S&P or Baa3 or higher from Xxxxx’x (provided that in no event shall such Successor Borrower have a debt rating of BB or lower from S&P or Ba2 or lower from Xxxxx’x), (1ii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia States or any territory State thereof, (2iii) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3iv) each Guarantorno Default or Event of Default is then existing and no Default or Event of Default would result from the consummation of such merger or consolidation, unless it is (v) the other party Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, shall have by a supplement to with the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations covenant set forth in Section 9.4 as such covenant is recomputed as at the last day of the most recently ended fiscal quarter under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such Section as if such merger or consolidationconsolidation had occurred on the last day of such fiscal quarter, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6vi) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying the compliance referred to in clause (v) above and stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee supplement to this Agreement comply with this Agreement and the perfection a legal opinion (in form and priority of the Liens under the applicable Security Documents and (y) if requested by substance reasonably satisfactory to the Administrative Agent, an opinion of counsel ) with respect to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses to be delivered, if any, pursuant to clause (3iii) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood above; provided further that if the foregoing are satisfied, the such Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement);; and (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or enter into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation merger or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is changing its organizational form from a corporation to effect a disposition permitted pursuant limited liability company or from a limited liability company to Section 10.4 or an investment permitted pursuant to Section 10.5a corporation; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downprovided that such change has no adverse affect on the rights of the Finance Parties.

Limitation on Fundamental Changes. The Borrower will not, and will not permit Consummate any of the Restricted Subsidiaries to, enter into any mergermerger (including by division), consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)itself, or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its Property or business units, (including by allocation of assets or other propertiesto a series of a limited liability company), except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing, (x) any merger, consolidation or amalgamation or other transaction the sole purpose of which is to (i) reincorporate or reorganize any Borrower or any other Group Member in any State of the United States or (ii) change the form of entity shall be permitted and (y) any Group Member may be merged, consolidated or amalgamated with or into any other Group Member; provided, that, in each case of clauses (x) and (y), (A) in the case of any merger, consolidation or amalgamation involving any Borrower, such Borrower (or another Borrower) shall be the continuing, surviving or resulting entity and the Capital Stock of such Borrower shall remain Pledged Equity Interests and (B) in the case of any merger, consolidation or amalgamation involving one or more Subsidiary Guarantors (and not any Borrower), a Subsidiary Guarantor shall be the continuing, surviving or resulting entity or substantially simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor and the Borrowers shall comply with Section 5.9 in connection therewith; (b) any Restricted Subsidiary of Parent (other than any Borrower) may Dispose of all or substantially all of its Property or business, including by way of a merger, amalgamation, dissolution, liquidation or consolidation, (i) to Parent, any other Borrower or any Subsidiary Guarantor or (ii) pursuant to a Disposition permitted by Section 6.5; (c) any Non-Loan Party Subsidiary may Dispose of all or substantially all of its assets to any other Non-Loan Party Subsidiary; (d) any merger, consolidation or amalgamation that is contemplated by, and occurs substantially simultaneously with, the Transactions shall be permitted; (e) any Investment permitted by Section 6.7 may be structured as a merger, consolidation or amalgamation; provided, that in the case of any such merger, consolidation or amalgamation of a Loan Party, the surviving, continuing or resulting legal entity of such merger, consolidation or amalgamation is a Loan Party (or substantially simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Loan Party) and each Borrower shall comply with Section 5.9 in connection therewith; (f) (i) any Restricted Subsidiary of Parent (other than any Borrower and any Excluded Subsidiary) may dissolve, liquidate or wind up its affairs at any time if Parent determines in good faith that such dissolution, liquidation or winding up is in the best interest of the Group Members, and not materially disadvantageous to the Lenders (as determined in good faith by Parent) (provided, that in the case of any dissolution, liquidation or winding up of a Restricted Subsidiary that is a Subsidiary Guarantor, such Subsidiary shall at or before the time of such dissolution, liquidation or winding up transfer its assets to Parent, any other Borrower or another Subsidiary Guarantor unless such Disposition of assets is permitted by Section 6.5), and (ii) any Excluded Subsidiary of Parent may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up would not have or reasonably be expected to have a Material Adverse Effect (as determined in good faith by Parent); (g) so long as no Default exists or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance does not constitute a Change of Control hereunder, Parent may merge or consolidate with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be mergedPerson; provided, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower Parent shall be the continuing or surviving corporation Person or (B) if the Person formed by or surviving any such merger, amalgamation merger or consolidation is not the Borrower Parent or is a Person into which Parent has been liquidated (any such other Person, the “Successor BorrowerParent”), (1A) the Successor Borrower Parent shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia States or any territory State or other political subdivision thereof, (2B) the Successor Borrower Parent shall expressly assume all the obligations of the Borrower Parent under this Agreement and the other Credit Loan Documents to which Parent is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6C) the Successor Borrower Borrowers shall have delivered to the Administrative Agent (x) Agents an officer’s certificate and, if requested by the Administrative Agents, an opinion of counsel, each stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel supplement to the effect that such merger or consolidation does not violate this Agreement or any other Credit Loan Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Borrower Parent will succeed to, and be substituted for, the Borrower Parent under this Agreement); (bh) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment consolidation or dispositionDisposition, the purpose of which is to effect a disposition Disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.56.5; and (hi) IPS any change of jurisdiction of organization of Parent permitted by Section 5.4(b). Any transaction otherwise permitted by this Section 6.4 that results in any Subsidiary Guarantor becoming a Non-Loan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the definition of such term after giving effect to such transaction) shall be deemed an Investment in a Non-Loan Party Subsidiary for purposes of (and its Subsidiaries may liquidate, dissolve or wind-downsubject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined in good faith by Parent) of such Subsidiary Guarantor prior to giving effect to such transaction.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the Guarantee Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicableDocument, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Subsidiary Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated[reserved]; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Guarantor may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any Credit Partyother Subsidiary Guarantor or the Borrower; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or a Subsidiary Guarantor; provided that the consideration for any such disposition by any Person other than a Subsidiary Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution;Lenders; and (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (d) of the definition of “Asset Sale”) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.510.5 or an investment that constitutes a Permitted Investment; and and (h) IPS and its Subsidiaries may liquidate, dissolve undertaking or wind-downconsummating any IPO Reorganization Transactions.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated (including by way of liquidation or winding up) with or into the Borrower, ; provided that (Ai) either (x) the Borrower shall be the continuing or surviving corporation entity or (By) if the debt rating of the Person formed by (if other than the Borrower) who is the continuing or surviving any such merger, amalgamation or consolidation is not entity (the Borrower (such other or Person, as the case may be, being herein referred to as the “Successor Borrower”) shall after giving effect to such merger or consolidation be BBB- or higher from S&P or Baa3 or higher from Xxxxx’x (provided that in no event shall such Successor Borrower have a debt rating of BB or lower from S&P or Ba2 or lower from Xxxxx’x), as determined pursuant to the definition of “Applicable Margin”, (1ii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia States or any territory State thereof, (2iii) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3iv) each Guarantorno Default or Event of Default is then existing and no Default or Event of Default would result from the consummation of such merger or consolidation, unless it is (v) the other party Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, shall have by a supplement to with the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations covenant set forth in Section 9.3 as such covenant is recomputed as at the last day of the most recently ended fiscal quarter under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such Section as if such merger or consolidationconsolidation had occurred on the last day of such fiscal quarter, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6vi) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying the compliance referred to in clause (v) above and stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee supplement to this Agreement comply with this Agreement and the perfection a legal opinion (in form and priority of the Liens under the applicable Security Documents and (y) if requested by substance reasonably satisfactory to the Administrative Agent, an opinion of counsel ) with respect to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses to be delivered, if any, pursuant to clause (3iii) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood above; provided, further, that if the foregoing are satisfied, the such Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement);; and (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or enter into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation merger or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is changing its organizational form from a corporation to effect a disposition permitted pursuant limited liability company or from a limited liability company to Section 10.4 or an investment permitted pursuant to Section 10.5a corporation; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downprovided that such change has no adverse affect on the rights of the Finance Parties.

Limitation on Fundamental Changes. The Except as permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) both before and after giving effect to such transaction, no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (A) the Borrower shall be the continuing or surviving corporation company or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower (if other than the Borrower) shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of this Agreement and the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement)Documents; (b) so long as no Default or Event of Default has occurred and is continuing continuing, or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents each in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured PartiesParties and to acknowledge and agree to the terms of the Intercompany Subordinated Note, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to the Guarantee and any Security Document preserve the enforceability of the Guarantees Guarantee and the perfection and priority of the Liens under the applicable Security DocumentsDocuments to the extent otherwise required; (c) any Permitted Reorganization, an IPO Reorganization Transaction and the Merger Transactions may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, ; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or10.5, or in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) the Borrower or any Restricted Subsidiary may change its legal form, so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Liens granted pursuant to any Security Documents to which such Person is a party remain perfected and in full force and effect, to the extent that no Default otherwise required hereby; (h) any merger, consolidation or Event amalgamation the purpose and only substantive effect of Default would result from which is to reincorporate or reorganize the consummation Borrower or any Restricted Subsidiary in a jurisdiction in the United States, any state thereof or the District of such disposition or investmentColumbia, so long as the Liens granted pursuant to the Security Documents to which the Borrower is a party remain perfected and in full force and effect, to the extent otherwise required hereby; (i) the Transactions and any transactions as contemplated by the Plan may be consummated; and (j) the Borrower and the Restricted Subsidiaries may consummate a merger, amalgamation dissolution, liquidation, consolidationwindup, investment consolidation or disposition, the purpose of which is to effect constituting, or otherwise resulting in, a disposition transaction permitted by Section 10.4 (other than Section 10.4(d)), an Investment permitted pursuant to Section 10.4 or an investment 10.5 (other than Section 10.5(l)), and any dividends permitted pursuant to Section 10.5; and 10.6 (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downother than Section 10.6(f)).

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower; provided, provided that (Ai) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not (if other than the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iii) no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation, (iv) the Successor Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (v) each Guarantor, unless it is the other party to such merger or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4vi) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Security Agreement or and the Pledge Agreement, as applicable, affirmed Agreement confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5vii) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause the Successor Borrower’s obligations under this Agreement, (3) and (6viii) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation or consolidation and such any supplements to this Agreement or any Security Document preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (yix) if reasonably requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood Document; provided further that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person corporation or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Guarantee, the Security Agreement, the Pledge Agreement and the relevant Security Documents any applicable Mortgage in form and substance reasonably satisfactory to the Administrative Agent in order for such surviving corporation to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder grantor of Collateral for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and consolidation, (iv) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, consolidation or amalgamation had occurred on the first day of such Test Period, and (v) the Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees Guarantee and the perfection and priority of the Liens under the applicable Security DocumentsAgreement; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Guarantor or any other Restricted Subsidiary of the Borrower; (d) any Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary;Guarantor; and (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (ix) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iiy) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 10.5, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a another Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down.

Limitation on Fundamental Changes. The (A) Except as expressly permitted by Section 10.4 or 10.5, each of Holdings, the Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated with or into the Borrower, provided that (Ai) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation merger or consolidation is not (if other than the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iii) no Default or Event of Default would result from the consummation of such merger or consolidation, (iv) the Successor Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, (v) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4vi) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5vii) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3) the Successor Borrower’s obligations under this Agreement, and (6viii) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel supplement to the effect that such merger or consolidation does not violate this Agreement or any other Credit Security Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long any Subsidiary of the Canadian Borrower or any other Person may be merged, amalgamated or consolidated with or into the Canadian Borrower, provided that (i) the Canadian Borrower shall be the continuing or surviving corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than the Canadian Borrower) shall be a corporation organized or existing under the laws of Canada (the Canadian Borrower or such Person, as the case may be, being herein referred to as the “Successor Canadian Borrower”), (ii) the Successor Canadian Borrower (if other than the Canadian Borrower) shall expressly assume all the obligations of the Canadian Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Default or Event of Default has occurred and is continuing or would result therefromfrom the consummation of such merger, amalgamation or consolidation, (iv) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (v) the Borrower, each Guarantor and each Foreign Subsidiary Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee or Canadian Subsidiary Guarantee, as the case may be, confirmed that its Guarantee or Canadian Subsidiary Guarantee, as the case may be, shall apply to the Successor Canadian Borrower’s obligations under this Agreement, (vi) each grantor and each pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the applicable Security Document confirmed that its obligations thereunder shall apply to the Successor Canadian Borrower’s obligations under this Agreement, (vii) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Canadian Borrower’s obligations under this Agreement, and (viii) the Canadian Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger, amalgamation or consolidation, such supplement to this Agreement or any Security Document and such amendment or restatement to any applicable Mortgage, as the case may be, comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Canadian Borrower (if other than the Canadian Borrower) will succeed to, and be substituted for, the Canadian Borrower under this Agreement; (c) any Subsidiary of the Borrower (other than the Canadian Borrower) or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower (other than the Canadian Borrower), provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person corporation or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors and/or Canadian Subsidiary Guarantors, as the case may be, a Guarantor or Canadian Subsidiary Guarantor, as the case may be, shall be the continuing or surviving Person corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor or Canadian Subsidiary Guarantor, as the case may be) shall execute a supplement to the Guarantee Agreement, the Pledge Agreement and the relevant Security Documents Agreement and any applicable Mortgage or the analogous Canadian Security Documents, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor or Canadian Subsidiary Guarantor, as the case may be, and pledgor, mortgagor and grantor, as applicable, thereunder grantor of Collateral for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and consolidation, (iv) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, and (v) the Borrower shall have delivered to the Administrative Agent an officersOfficers’ certificate Certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummatedcomply with this Agreement; (d) any Restricted Subsidiary that is not a Credit Party Guarantor or a Foreign Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower Borrower, the Canadian Borrower, a Guarantor, a Foreign Subsidiary Guarantor or any other Restricted SubsidiarySubsidiary of the Borrower; (e) any Guarantor or any Foreign Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, the Canadian Borrower or any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets;or Foreign Subsidiary Guarantor; and (f) any Restricted Subsidiary (other than the Canadian Borrower) may liquidate or dissolve if (ix) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iiy) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 10.5, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a another Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other propertiesproperties (including, in each case, pursuant to a Delaware LLC Division), except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative AgentAgent and the Required Lenders, (3) Holdings and each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the Guarantee Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicableDocument, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger Transactions may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to interests of the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutionLenders; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (ii)(d) of the definition of “Asset Sale”) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.510.5 or an investment that constitutes a Permitted Investment; and and (h) IPS and its Subsidiaries may liquidate, dissolve undertaking or wind-downconsummating any IPO Reorganization Transactions.

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (Ai) except as permitted by subclause (ii) below, the Borrower shall be the continuing or surviving corporation or corporation, (Bii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia (the Borrower or any territory thereofsuch Successor Borrower, as the case may be, being herein referred to as the “Successor Borrower”), (2iii) the any Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iv) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4v) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)any Successor Borrower’s obligations under this Agreement, (5vi) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed confirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant any Successor Borrower’s obligations under this Agreement, (vii) the Successor Borrower shall be in compliance, on a Pro Forma Basis after giving effect to clause (3) such merger or consolidation, with the covenant set forth in Section 10.8 for the most recently ended Test Period for which Section 9.1 Financials have been delivered, and (6viii) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation complies with this Agreement and such supplements (if any) preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and Documents, (y) if reasonably requested by the Administrative Agent, an opinion of counsel to the effect that such the merger or and consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement)) and (z) all documentation and information as is reasonably requested by the Administrative Agent about the Successor Borrower mutually agreed to be required under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) [reserved], (iv) in the case of any merger, amalgamation or consolidation involving one or more 1993 Indenture Restricted Subsidiaries (other than any such transaction subject to subclause (ii) above), a 1993 Indenture Restricted Subsidiary shall be the continuing or surviving Person, (v) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation consolidation, (vi) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation or consolidation, with the covenant set forth in Section 10.8 for the most recently ended Test Period for which Section 9.1 Financials have been delivered, and (ivvii) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and complies with this Agreement and, in the case of any merger, amalgamation or consolidation involving any Credit Party, any such supplements to any Security Credit Document as are necessary to preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated[Reserved]; (d) any Restricted Subsidiary that is not a Credit Party or a 1993 Indenture Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (other than any Principal Property owned by a Subsidiary that is not a Credit Party) (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) [reserved]; and (g) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders, (ii) to the extent such Restricted Subsidiary is a Credit PartyParty or a 1993 Indenture Restricted Subsidiary, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party (or, in the case of a liquidation or dissolution of a 1993 Indenture Restricted Subsidiary, another 1993 Indenture Restricted Subsidiary) after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down.

Limitation on Fundamental Changes. The Borrower will (a) Parent shall not, and will not nor shall it permit any of the its Restricted Subsidiaries to, enter into do any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself of the following: (or suffer any liquidation or dissolution), or convey, i) sell, lease, assign, transfer lease or otherwise dispose of, of (whether in one transaction or in a series of related transactions) all or substantially all its business units, of the assets (whether now owned or other properties, except that:hereafter acquired) of Parent and the Subsidiaries (taken as a whole on a consolidated basis); (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect merge into or consolidate with any other Person or permit any other Person to such transaction merge into or consolidate with it; (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) distribute to the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary stockholders of the Borrower any Capital Stock of any Subsidiary that is a Guarantor; provided, however, that any Subsidiary or any other Person may be merged, amalgamated merge into or consolidated consolidate with or may dissolve and liquidate into the Borrower, provided a Loan Party and any Subsidiary that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower a Loan Party may merge into or consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan Party, if (such other Person, the “Successor Borrower”and only if), (1) in the Successor Borrower shall be an entity organized case of a merger or existing under consolidation involving, or the laws of dissolution or liquidation of, a Loan Party other than the United States, any state thereofBorrower, the District of Columbia surviving Person is, or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that upon such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and becomes, a Loan Party, (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i2) in the case of any merger, amalgamation a merger or consolidation involving one or more Restricted Subsidiariesthe Borrower, the Borrower is the surviving Person, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B3) the character of the business of the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form Subsidiaries on a consolidated basis will not be materially changed by such occurrence, and substance reasonably satisfactory (4) such occurrence shall not constitute or give rise to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iiia) no Default or an Event of Default has occurred or (b) Default (beyond all applicable grace and is continuing or would result from the consummation cure periods) in respect of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) covenants contained in any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) agreement to which the Borrower or any other Restricted Subsidiary;such Subsidiary is a party or by which its property may be bound if such default would have a Material Adverse Effect. (eb) Parent shall not, nor shall it permit any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit PartyRestricted Subsidiaries to, provided that the consideration for any such disposition by any acquire another Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if unless (i) the Borrower determines primary business of such Person is engaging in good faith homebuilding, land acquisition or land development businesses and businesses that such liquidation are reasonably related thereto or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders reasonable extensions thereof and (ii) to the extent such Restricted Subsidiary is a Credit Partymajority of shareholders (or other equity interest holders), any assets the board of directors or business other governing body of such Restricted Subsidiary not otherwise disposed Person approves such acquisition. Nothing contained in this Section 7.3, however, shall restrict any sale of or transferred in accordance with Section 10.4 or 10.5 or, assets among the Loan Parties and their Subsidiaries which is in the case ordinary course of any such business, discontinued, shall be transferred to, business or is otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event in compliance with all other provisions of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downthis Agreement.

Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries other Borrower to, enter into any merger, consolidation consolidate with or amalgamation, merge with or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer or otherwise dispose of, lease all or substantially all its business unitsassets to, assets or other propertiesany Person, except thatunless: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction in the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary case of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower, provided that the resulting, surviving or transferee Person (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor BorrowerCompany”), (1) the Successor Borrower shall will be an entity a Person organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia or any territory thereof, (2) and the Successor Borrower shall Company (if not the Parent Borrower) will expressly assume all the obligations of the Parent Borrower under this Agreement by executing and delivering to the Administrative Agent a joinder or one or more other Credit Documents pursuant documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a supplement hereto result of such transaction as having been Incurred by the Successor Company or thereto such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) the Payment Condition is satisfied; (iv) each applicable Borrower or Subsidiary Guarantor (other than (x) the Parent Borrower, (y) any Borrower that will be released from its obligations hereunder or any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee, in each case in connection with such transaction and (z) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger confirming its obligations hereunder or consolidation, shall have by a supplement to its Subsidiary Guarantee under the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Collateral Agreement, as applicableapplicable (other than any Borrower that will be released from its obligation hereunder or any Subsidiary Guarantee that will be discharged or terminated, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause in each case in connection with such transaction); and (3), (5v) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor The Parent Borrower shall have delivered to the Administrative Agent (x) an officer’s a certificate stating that such merger or consolidation signed by a Responsible Officer and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an a legal opinion of counsel each to the effect that such consolidation, merger or consolidation does not violate this Agreement or any other Credit Document and that transfer complies with the provisions set forth described in this paragraph, provided that (x) in giving such opinion such counsel may rely on such certificate of such Responsible Officer as to compliance with the preceding foregoing clauses (3ii) through and (5iii) preserve of subsection 8.3(a) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in clause (d) of this subsection 8.3. (b) [Reserved]. (c) Upon any transaction involving a Borrower in accordance with subsection 8.3(a) in which such Borrower is not the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfiedSuccessor Company, the Successor Borrower Company will succeed to, and be substituted for, and may exercise every right and power of, the Parent Borrower or the applicable Borrower, respectively, under this Agreement); (b) so long as no Default or Event of Default has occurred , and is continuing or would result therefrom, any Subsidiary of thereafter the predecessor Parent Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the applicable predecessor Borrower, provided that (i) in the case of any mergerrespectively, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be relieved of all obligations and covenants under this Agreement, except that the continuing or surviving Person or (B) the predecessor Parent Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such mergerapplicable predecessor Borrower, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 orrespectively, in the case of any such business, discontinued, shall a lease of all or substantially all its assets will not be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect released from the obligation to such liquidation or dissolution;pay the principal of and interest on the Revolving Loans. (gd) Subsection 8.3(a) will not apply to any transaction in which the extent that no Default Parent Borrower or Event any other Borrower consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of Default would result from reincorporating or reorganizing the consummation Parent Borrower or such other Borrower in another jurisdiction (within or consisting of the United States of America, any State thereof or the District of Columbia) or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary of the Parent Borrower or such disposition other Borrower so long as all assets of the Parent Borrower or investmentsuch other Borrower, the Borrower respectively, and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose immediately prior to such transaction (other than Capital Stock of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (hsuch Restricted Subsidiary) IPS are owned by such Restricted Subsidiary and its Restricted Subsidiaries may liquidateimmediately after the consummation thereof. Subsection 8.3(a) will not apply to any transaction in which any Restricted Subsidiary consolidates with, dissolve merges into or wind-downtransfers all or part of its assets to the Parent Borrower or any other Borrower.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other propertiesproperties (including, in each case, pursuant to a Delaware LLC Division), except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) Holdings and each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the Guarantee Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicableDocument, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower Xxxxxxxx will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger Transactions may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to interests of the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutionLenders; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (ii)(d) of the definition of “Asset Sale”) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.510.5 or an investment that constitutes a Permitted Investment; and and (h) IPS and its Subsidiaries may liquidate, dissolve undertaking or wind-downconsummating any IPO Reorganization Transactions.

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower, provided that (Ai) except as permitted by subclause (ii) below, the Parent Borrower shall be the continuing or surviving corporation or corporation, (Bii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Parent Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof (such Parent Borrower or such Successor Borrower, as the case may be, being herein referred to as the “Successor Parent Borrower”), (2iii) the any Successor Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iv) each GuarantorSubsidiary Borrower, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee this Agreement confirmed that its guarantee thereunder obligation hereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4v) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)any Successor Borrower’s obligations under this Agreement, (5vi) each mortgagor of the Successor Parent Borrower shall be in compliance, on a Mortgaged Property, unless it is the other party Pro Forma Basis after giving effect to such merger or consolidation, shall have affirmed that its obligations under with the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) covenant set forth in Section 10.9 of the CF Agreement for the most recent Test Period, and (6vii) the Successor Parent Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation complies with this Agreement and such supplements (if any) preserve the enforceability of the Guarantee this Agreement and the perfection and priority of the Liens under the applicable Security Documents and (y) if reasonably requested by the Administrative Agent, an opinion of counsel to the effect that such the merger or and consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person (in each case, other than the Parent Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Parent Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Parent Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more GuarantorsSubsidiary Borrowers, a Guarantor Subsidiary Borrower shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a GuarantorSubsidiary Borrower) shall execute a joinder to this Agreement to become a Subsidiary Borrower and a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, grantor thereunder for the benefit of the Secured Parties, (iii) in the case of any merger, amalgamation or consolidation involving one or more 1993 Indenture Restricted Subsidiaries (other than any such transaction subject to subclause (ii) above), a 1993 Indenture Restricted Subsidiary shall be the continuing or surviving Person, (iv) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation consolidation, (v) the Parent Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation or consolidation, with the covenant set forth in Section 10.9 of the CF Agreement for the most recently ended Test Period, and (ivvi) Parent Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and complies with this Agreement and, in the case of any merger, amalgamation or consolidation involving any Borrower, any such supplements to any Security Credit Document as necessary to preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party Borrower or a 1993 Indenture Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or any other Restricted Subsidiary; (ed) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (other than any Principal Property owned by a Subsidiary that is not a Subsidiary Borrower) (upon voluntary liquidation or otherwise) to any Credit PartyBorrower, provided that the consideration for any such disposition by any Person other than a Guarantor Subsidiary Borrower shall not exceed the fair value of such assets;; and (fe) any Restricted Subsidiary may liquidate or dissolve if (i) the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders and Lenders, (ii) to the extent such Restricted Subsidiary is a Credit PartyBorrower or a 1993 Indenture Restricted Subsidiary, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party Borrower (or, in the case of a liquidation or dissolution of a 1993 Indenture Restricted Subsidiary, another 1993 Indenture Restricted Subsidiary) after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its Property or business units, assets (in one transaction or other propertiesin a series of related transactions), except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person Company may be merged, amalgamated merged or consolidated with or into the Borrower, Company (provided that (A) the Borrower Company shall be the continuing or surviving corporation entity) or any other Loan Party (provided that the continuing or surviving entity is (x) a Loan Party or (By) if organized in the Person formed by United States or surviving any a Qualified Jurisdiction and shall be or become a Loan Party, and the Company shall comply with Section 6.08 in connection therewith promptly after the consummation of such merger, amalgamation transaction (provided that in the case of a merger or consolidation is not the Borrower (such other Personinvolving a Subsidiary Borrower, the “Successor Borrower”), (1) the Successor Borrower surviving entity shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6ii) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) that is not a Subsidiary Guarantor may be merged, amalgamated merged or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) other Subsidiary which is not a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (cb) the Merger Company or any Subsidiary of the Company may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation, winding up, dissolution or otherwise; provided that the Company may not liquidate, wind up or dissolve itself (or suffer any liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwisedissolution)) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 Loan Party or, in the case of any Subsidiary that is not a Subsidiary Guarantor, to any other Subsidiary (and, in any such businesscase, discontinuedother than in the case of the Company, shall be transferred toliquidate, wind up or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutiondissolve in connection therewith); (gc) to any Permitted Acquisition may be structured as a merger with or into the extent Company (provided that no Default the Company shall be the continuing or Event surviving corporation), with or into any other Loan Party (provided that the continuing or surviving corporation of Default would result from any such merger shall be (x) a Loan Party or (y) organized in the consummation of such disposition United States or investmenta Qualified Jurisdiction and shall be or shall promptly become a Loan Party, the Borrower and the Restricted Subsidiaries may consummate Company shall comply with Section 6.08 in connection therewith (provided that if any merging entity is a merger, dissolution, liquidation, consolidation, investment Subsidiary Borrower the surviving entity of any such merger shall be a Borrower) or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 with or an investment permitted pursuant to Section 10.5into any other Subsidiary; and (hd) IPS and its Subsidiaries any Disposition of a Subsidiary permitted by Section 7.05 may liquidate, dissolve or wind-downbe made in the form of a merger.

Limitation on Fundamental Changes. The Except as permitted by Sections 11.4 or 11.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Guarantee, the Security Agreement, the Pledge Agreement and the relevant Security Documents any applicable Mortgage, each in form and substance reasonably satisfactory effective to cause such Person to be bound by such agreements as if such Person had entered into the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Partiesrespective agreements directly, (iii) no Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation or consolidation or would result from the consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves a Subsidiary and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower, (A) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the Financial Performance Covenant, (B) the Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Credit Document preserve the enforceability of the Guarantees Guarantee and the perfection and priority of the Liens under the applicable Security DocumentsAgreement and (C) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 11.5; (b) any Subsidiary that is not a Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Guarantor or any other Subsidiary of the Borrower; (c) the Merger any Subsidiary Guarantor may be consummated; (di) merge, amalgamate or consolidate with or into any Restricted other Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose Guarantor and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted SubsidiaryGuarantor; (ed) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed Disposed of or transferred in accordance with Section 10.4 11.4 or 10.5 or11.5, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution;; and (ge) to the extent that no Default or Event of Default would result from the consummation of such disposition or investmentDisposition, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment consolidation or dispositionDisposition, the purpose of which is to effect a disposition Disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down11.4.

Limitation on Fundamental Changes. The (A) Except as expressly permitted by Section 10.4 or 10.5, each of Holdings, the Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated with or into the Borrower, provided that (Ai) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation merger or consolidation is not (if other than the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iii) no Default or Event of Default would result from the consummation of such merger or consolidation, (iv) the Successor Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, (v) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4vi) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5vii) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3) the Successor Borrower’s obligations under this Agreement, and (6viii) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel supplement to the effect that such merger or consolidation does not violate this Agreement or any other Credit Security Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Canadian Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Canadian Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary Canadian Borrower shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantorthe Canadian Borrower) shall execute be a supplement corporation organized or existing under the laws of Canada (the Canadian Borrower or such Person, as the case may be, being herein referred to as the Guarantee “Successor Canadian Borrower”), (ii) the Successor Canadian Borrower (if other than the Canadian Borrower) shall expressly assume all the obligations of the Canadian Borrower under this Agreement and the relevant Security other Credit Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured PartiesAgent, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition merger, amalgamation or investmentconsolidation, (iv) the Borrower and the Restricted Subsidiaries may consummate shall be in compliance, on a pro forma basis after giving effect to such merger, dissolution, liquidation, amalgamation or consolidation, investment with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or disposition, consolidation had occurred on the purpose first day of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down.such Test Period,

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets Property or other propertiesbusiness, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated with or into the Borrower, Borrower (provided that (A) the Borrower shall be the continuing or surviving corporation corporation) or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, Subsidiary Guarantor (provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted such Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person corporation); (b) any Subsidiary that is not a Subsidiary Guarantor may be merged or the Person formed by consolidated with or surviving into any such merger, amalgamation or consolidation (if other than Subsidiary that is not a Subsidiary Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger any Subsidiary may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted SubsidiarySubsidiary Guarantor; (ed) any Subsidiary that is not a Subsidiary Guarantor may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Partyother Subsidiary that is not a Subsidiary Guarantor; (e) any Subsidiary may divide if such division would otherwise be permitted if effectuated in the form of a merger, provided that the consideration for any such disposition by any Person consolidation, amalgamation, sale, lease, transfer, disposition, liquidation, dissolution or other than a Guarantor shall not exceed the fair value of such assetstransaction permitted hereunder; (f) the Borrower or any Restricted Subsidiary may liquidate merge or dissolve if consolidate with any other Person in connection with any Permitted Acquisition or any other Investment permitted by Section 6.8 or any Disposition permitted by Section 6.5 (other than Section 6.5(c)); provided that (i) if the Borrower determines in good faith that is a party to such liquidation merger or dissolution is in the best interests of consolidation, the Borrower and is not materially disadvantageous to the Lenders continuing or surviving Person and (ii) to the extent if such Restricted Subsidiary is a Credit PartySubsidiary Guarantor, any assets or business of then either such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, Guarantor shall be transferred to, the continuing or otherwise owned surviving Person or conducted by, such surviving Person shall become a Credit Party Subsidiary Guarantor promptly after giving effect to such liquidation merger or dissolution;consolidation; and (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investmentconstituting Investments, the Borrower transactions expressly permitted under Sections 6.5 (other than Section 6.5(c)) and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down6.8.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter Enter into any merger, consolidation or amalgamation, amalgamation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business unitsor assets, assets or other properties, except thatexcept: (a) so long as (ix) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii1) both before and after giving effect to such transaction the any Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, consolidated or amalgamated or consolidated with or into another Person if a Borrower is the Borrower, provided that surviving Person or (A2) the Borrower shall be the continuing or surviving corporation or Person (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”)) formed by or surviving such merger, consolidation or amalgamation (1i) the Successor Borrower shall be an entity is organized or existing under the laws of the United States, any state thereof, the District of Columbia or any state, district or territory thereofthereof and (ii) expressly assumes all obligations of such Borrower under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent; provided that, in the case of clause (x)(2) above, (2i) except with respect to any transaction in which an Escrow Subsidiary merges, consolidates or amalgamates with and into a Borrower, immediately after giving effect to the transaction (and treating any Indebtedness that becomes an Obligation of the Successor Borrower as a result of such transaction as having been incurred by the Successor Borrower at the time of such transaction), no Event of Default under Subsection 9.1(a), (c)(iii), (e), (f), (h), (i), (j) or (k) or other Event of Default known to the Parent Borrower shall expressly assume all the have occurred and be continuing, (ii) each Subsidiary Guarantor (other than (I) any Subsidiary Guarantor that will be released from its obligations of the Borrower under this Agreement its Subsidiary Guaranty in connection with such transaction and the (II) any party to any such merger, consolidation or amalgamation) shall have delivered a joinder or other Credit Documents pursuant to a supplement hereto document or thereto instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (3other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction) and (iii) each Guarantor, unless it is Subsidiary Guarantor (other than (I) any Subsidiary that will be released from its grant or pledge of Collateral under the other Guarantee and Collateral Agreement in connection with such transaction and (II) any party to any such merger merger, consolidation or consolidation, amalgamation) shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Collateral Agreement or the Pledge Agreement, as applicable, another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3ii) above; and (y) any Restricted Subsidiary of the Parent Borrower other than any Borrower may be merged, consolidated or amalgamated with or into the Parent Borrower (provided that the Parent Borrower shall be the continuing or surviving entity) or with or into any one or more Restricted Subsidiaries that are Wholly Owned Subsidiaries of the Parent Borrower (provided that the Wholly Owned Subsidiary or Restricted Subsidiary of the Parent Borrower shall be the continuing or surviving entity); provided that (x) in any case where the Subsidiary that is the non-surviving entity is a Loan Party and such Subsidiary’s assets include real property owned by such Loan Party or Voting Stock of any other Loan Party, or (y) if such merger, consolidation or amalgamation constitutes (alone or together with any related merger, consolidation or amalgamation by any Loan Party) a transfer of all or substantially all of the assets of the Domestic Subsidiaries that are Loan Parties, then in the case of either clause (x) or (y), (51) each mortgagor the continuing or surviving entity shall be a Loan Party, or (2) such merger, consolidation or amalgamation shall be in the ordinary course of business, or (3) if the continuing or surviving entity is not a Mortgaged PropertyLoan Party, unless it is the other party to fair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive) of all such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed assets transferred by a Loan Party pursuant to this clause (3) and (6) does not exceed the Successor Borrower shall have delivered to the Administrative Agent greater of (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents $20,000,000 and (y) if requested by 1.50% of Consolidated Tangible Assets in any Fiscal Year or (4) at the Administrative Agenttime of such merger, an opinion consolidation or amalgamation, (A) the Payment Condition in respect of counsel to the effect that such merger merger, consolidation or consolidation does not violate this Agreement or any other Credit Document amalgamation is satisfied and that the provisions set forth in the preceding clauses (3B) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Specified Default or other Event of Default known to the Borrower Representative has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (db) any Restricted Subsidiary that is not a Credit Party of the Parent Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or any other Restricted Subsidiary that is a Wholly Owned Subsidiary of the Parent Borrower (and, in the case of a Non-Wholly Owned Subsidiary; (e) , may be liquidated to the extent the Parent Borrower or any Wholly Owned Subsidiary may sell, lease, transfer or otherwise dispose which is a direct parent of such Non-Wholly Owned Subsidiary receives a pro rata distribution of the assets thereof); provided that if the Subsidiary that disposes of any or all of its assets (upon voluntary liquidation is a Loan Party and such disposition includes real property owned by such Loan Party or otherwise) to Voting Stock of any Credit other Loan Party, provided or constitutes (alone or together with any related disposition of assets by any Loan Party) all or substantially all of the assets of the Subsidiaries that are Loan Parties, (1) the consideration for any transferee of such assets shall be a Loan Party, or (2) such disposition shall be in the ordinary course of business, or (3) if the transferee of such assets is not a Loan Party, the fair market value (as determined in good faith by any Person other than the Borrower Representative, which determination shall be conclusive) of all such assets transferred by a Guarantor shall Loan Party pursuant to this clause (3) does not exceed the fair value greater of (x) $20,000,000 and (y) 1.50% of Consolidated Tangible Assets in any Fiscal Year or (4) at the time of such assetssale, lease, transfer or other disposition, (A) the Payment Condition in respect of asset sales is satisfied and (B) no Specified Default or other Event of Default known to the Borrower Representative has occurred and is continuing or would result therefrom; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iic) to the extent such Restricted Subsidiary sale, lease, transfer or other disposition or transaction is a Credit Party, any assets or business expressly excluded from the definition of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 “Asset Sale” or, if such sale, lease transfer or other disposition or transaction constitutes an “Asset Sale,” such Asset Sale is made in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutioncompliance with Subsection 8.5; (gd) to the extent that no Default Parent Borrower or Event of Default would result from the consummation of such disposition any Restricted Subsidiary may be merged, consolidated or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment amalgamated with or disposition, the purpose of which is into any other Person in order to effect a disposition any acquisition permitted pursuant to Section 10.4 Subsection 8.4 or an investment any Investment permitted pursuant to Section 10.5Subsection 8.12; andor (he) IPS the Waterworks Acquisition and its Subsidiaries may liquidate, dissolve or wind-downthe other Transactions shall be permitted.

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation consolidate with or amalgamation, merge with or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer lease or otherwise dispose of, transfer all or substantially all its business unitsassets to, assets or other propertiesany Person, except thatunless: (a) so long as (i) no Default the resulting, surviving or Event of Default has occurred and is continuing or would result therefrom and transferee Person (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall will be an entity a Person organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia or any territory thereof, (2) and the Successor Borrower shall (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other Credit Documents documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a supplement hereto joinder or thereto other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (3other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction); (v) each Guarantor, unless it is Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the other Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such merger consolidation or consolidation, merger) shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Collateral Agreement or the Pledge Agreement, as applicable, another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), iv) above; (5vi) each mortgagor of a Mortgaged Property, unless it is Fee Property (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the other Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such merger consolidation or consolidation, merger) shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and iv); and (6vii) the Successor Borrower shall will have delivered to the Administrative Agent (x) an officer’s a certificate stating that such merger or consolidation signed by a Responsible Officer and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agenta legal opinion, an opinion of counsel each to the effect that such consolidation, merger or consolidation does not violate transfer complies with the provisions described in this Agreement Subsection 8.7(a); provided that (x) in giving such opinion such counsel may rely on such certificate of a Responsible Officer as to compliance with the foregoing clauses (ii) and (iii) of this Subsection 8.7(a) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in Subsection 8.7(d). (b) Any Indebtedness that becomes an obligation of the Borrower (or, if applicable, any Successor Borrower with respect thereto) or any other Credit Document Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Subsection 8.7, and that any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Subsection 8.1. (c) Upon any transaction involving the provisions set forth Borrower in accordance with Subsection 8.7(a) in which the preceding clauses (3) through (5) preserve Borrower is not the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfiedSuccessor Borrower, the Successor Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement);the Loan Documents, and thereafter the predecessor Borrower shall be relieved of all obligations and covenants under the Loan Documents, except that the predecessor Borrower in the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Term Loans. (bd) so long as no Default Clauses (ii) and (iii) of Subsection 8.7(a) will not apply to any transaction in which the Borrower consolidates or Event merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of Default has occurred and is continuing reincorporating or would result therefrom, any reorganizing the Borrower in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries so long as all assets of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose immediately prior to such transaction (other than Capital Stock of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (hsuch Restricted Subsidiary) IPS are owned by such Restricted Subsidiary and its Restricted Subsidiaries may liquidateimmediately after the consummation thereof. Subsection 8.7(a) will not apply to any transaction in which any Restricted Subsidiary consolidates with, dissolve merges into or wind-downtransfers all or part of its assets to the Borrower.

Limitation on Fundamental Changes. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower Holdings or any other Person may be merged, amalgamated or consolidated with or into Holdings or the Borrower, ; provided that (A) Holdings or the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of Holdings or the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicable, Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower Holdings or any other Person (in each case, other than the BorrowerCompany) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, Holdings; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower Holdings shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower Holdings shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger Acquisition may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower Holdings or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than the Company) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary (other than the Company) may liquidate or dissolve if (i) the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Holdings and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutionLenders; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower Holdings and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (d) of the definition of “Asset Sale”) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.510.5 or an investment that constitutes a Permitted Investment; and (h) IPS so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings or any Restricted Subsidiary may change its Subsidiaries may liquidate, dissolve or wind-downlegal form.

Limitation on Fundamental Changes. The Borrower Except as expressly permitted by Section 10.4 or 10.5, neither Holdings, nor the Company will, nor will not, and will not they permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the a Borrower or any other Person may be merged, amalgamated merged or consolidated with or into the such Borrower, provided that (Ai) the such Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation merger or consolidation is not the Borrower (such if other Person, the “Successor than a Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of (x) the United States, any state thereof, the District of Columbia or any territory thereofthereof or (y) the jurisdiction of organization of such Borrower prior to any such merger or consolidation (such Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (2ii) the Successor Borrower (if other than a Borrower) shall expressly assume all the obligations of the a Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative AgentAgents, (3iii) no Default or Event of Default would result from the consummation of such merger or consolidation, (iv) the Company shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, with the covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, (v) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4vi) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the relevant Security Agreement or the relevant Pledge Agreement, as applicable, affirmed confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5vii) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3) the Successor Borrower’s obligations under this Agreement, and (6viii) the Successor Borrower Borrowers shall have delivered to the Administrative Agent (x) Agents an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel supplement to the effect that such merger or consolidation does not violate this Agreement or any other Credit Security Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than a Borrower) will succeed to, and be substituted for, the applicable Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower Company or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the BorrowerCompany, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person corporation or (B) the Borrower Company shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement, the relevant Pledge Agreement and the relevant Security Documents Agreement and any applicable Mortgage in form and substance reasonably satisfactory to the Administrative Agent Agents in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder grantor of Collateral for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and consolidation, (iv) the Company shall be in compliance, on a pro forma basis after giving effect to such merger, amalgamation or consolidation, with the covenant set forth in Section 10.9, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger or consolidation had occurred on the first day of such Test Period, and (v) such Borrower shall have delivered to the Administrative Agent Agents an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documentscomply with this Agreement; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower a Borrower, a Guarantor or any other Restricted Subsidiary; (ed) any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets;Guarantor; and (fe) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 10.5, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a another Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other propertiesproperties (including, in each case, pursuant to a Delaware LLC Division), except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) Holdings and each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the Guarantee Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have have, by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicableDocument, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger Transactions may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to interests of the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutionLenders; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (ii)(d) of the definition of “Asset Sale”) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.510.5 or an investment that constitutes a Permitted Investment; and and (h) IPS and its Subsidiaries may liquidate, dissolve undertaking or wind-downconsummating any IPO Reorganization Transactions.

Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries other Borrower to, enter into any merger, consolidation consolidate with or amalgamation, merge with or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer or otherwise dispose of, lease all or substantially all its business unitsassets to, assets or other propertiesany Person, except thatunless: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction in the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary case of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower, provided that the resulting, surviving or transferee Person (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor BorrowerCompany”), (1) the Successor Borrower shall will be an entity a Person organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia or any territory thereof, (2) and the Successor Borrower shall Company (if not the Parent Borrower) will expressly assume all the obligations of the Parent Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other Credit Documents pursuant documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a supplement hereto result of such transaction as having been Incurred by the Successor Company or thereto such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) the Payment Condition is satisfied; (iv) each applicable Borrower or Subsidiary Guarantor (other than (x) the Parent Borrower, (y) any Borrower that will be released from its obligations hereunder or any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee, in each case in connection with such transaction and (z) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its obligations hereunder or its Subsidiary Guarantee under the Guarantee and Collateral Agreement, as applicable (3other than any Borrower that will be released from its obligation hereunder or any Subsidiary Guarantee that will be discharged or terminated, in each case in connection with such transaction); (v) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply extent required to any Successor Borrower’s obligations under be Collateral pursuant to the terms of the Security Documents and this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have Collateral owned by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent Company will (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens continue to constitute Collateral under the applicable Security Documents and (y) if requested be subject to a Lien in favor of the U.S. ABL Collateral Agent (in the case of Collateral owned by any U.S. Borrowers or U.S. Subsidiary Guarantors) or the Canadian Collateral Agent (in the case of Collateral owned by any Canadian Borrowers or Canadian Subsidiary Guarantors); (vi) the Parent Borrower will have delivered to the Administrative Agent, an Agent a certificate signed by a Responsible Officer and a legal opinion of counsel each to the effect that such consolidation, merger or consolidation does not violate this Agreement or any other Credit Document and that transfer complies with the provisions set forth described in this paragraph, provided that (x) in giving such opinion such counsel may rely on such certificate of such Responsible Officer as to compliance with the foregoing clauses (ii) and (iii) of this subsection 8.3(a) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in clause (d) of this subsection 8.3; and (vii) in the preceding clauses (3) through (5) preserve the enforceability case of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfiedCanadian Borrower, the Successor Borrower Company is a Canadian Resident. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Parent Borrower or the applicable Borrower, respectively, under the Loan Documents, and thereafter the predecessor Parent Borrower or the applicable predecessor Borrower, respectively, shall be relieved of all obligations and covenants under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of except that the predecessor Parent Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the applicable predecessor Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 orrespectively, in the case of any such business, discontinued, shall a lease of all or substantially all its assets will not be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect released from the obligation to such liquidation or dissolution;pay the principal of and interest on the Loans and Reimbursement Obligations owing in connection with Letters of Credit. (gd) Clauses (ii) and (iii) of subsection 8.3(a) will not apply to any transaction in which the extent that no Default Parent Borrower or Event any other Borrower consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of Default would result from reincorporating or reorganizing the consummation Parent Borrower or such other Borrower in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Subsidiary Guarantor so long as all assets of the Parent Borrower or such disposition or investmentother Borrower, the Borrower respectively, and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose immediately prior to such transaction (other than Capital Stock of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (hsuch Subsidiary Guarantor) IPS are owned by such Subsidiary Guarantor and its Restricted Subsidiaries may liquidatethat are Subsidiary Guarantors immediately after the consummation thereof. Subsection 8.3(a) will not apply to (1) any transaction in which any Restricted Subsidiary consolidates with, dissolve merges into or wind-downtransfers all or part of its assets to the Parent Borrower or any other Borrower, (2) the reincorporation of the Parent Borrower from Texas to Delaware or (3) the Transactions.

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation consolidate with or amalgamation, merge with or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer or otherwise dispose of, lease all or substantially all its business unitsassets to, assets or other propertiesany Person, except thatunless: (a) so long as (i) no Default the resulting, surviving or Event of Default has occurred and is continuing or would result therefrom and transferee Person (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor BorrowerCompany”), (1) the Successor Borrower shall will be an entity a Person organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia or any territory thereof, (2) and the Successor Borrower shall Company (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other Credit Documents documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Company with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to subsection 7.1(a), or (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Company with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each applicable Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a supplement hereto joinder or thereto other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guarantee (3other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction); (v) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, [Reserved]; and (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and (6vi) the Successor Borrower shall will have delivered to the Administrative Agent (x) an officer’s a certificate stating that such merger or consolidation signed by a Responsible Officer and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an a legal opinion of counsel each to the effect that such consolidation, merger or consolidation does not violate this Agreement or any other Credit Document and that transfer complies with the provisions set forth described in this paragraph, provided that (x) in giving such opinion such counsel may rely on such certificate of such Responsible Officer as to compliance with the preceding foregoing clauses (3ii) through and (5iii) preserve the enforceability of this subsection 7.3(a) and as to any matters of fact, and (y) no such legal opinion will be required for a consolidation, merger or transfer described in clause (d) of this subsection 7.3. (b) Any Indebtedness that becomes an obligation of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents Borrower (it being understood that or, if the foregoing are satisfiedapplicable, the Successor Company with respect thereto) or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this subsection 7.3, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with subsection 7.1. (c) Upon any transaction involving the Borrower in accordance with subsection 7.3(a) in which the Borrower is not the Successor Company, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Borrower under the Loan Documents, and thereafter the predecessor Borrower shall be relieved of all obligations and covenants under this Agreement);, except that the predecessor Borrower in the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Loans. (bd) so long as no Default Clauses (ii) and (iii) of subsection 7.3(a) will not apply to any transaction in which the Borrower consolidates or Event merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of Default has occurred and is continuing reincorporating or would result therefrom, any reorganizing the Borrower in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary of the Borrower or any other Person so long as all assets of the Borrower and its Restricted Subsidiaries immediately prior to such transaction (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries Capital Stock of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a are owned by such Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement Subsidiary and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from its Restricted Subsidiaries immediately after the consummation of such merger, amalgamation or consolidation and thereof. Subsection 7.3(a) will not apply to (ivl) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) transaction in which any Restricted Subsidiary that is not a Credit Party may sellconsolidates with, lease, transfer merges into or otherwise dispose of any transfers all or all part of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i2) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downTransactions.

Limitation on Fundamental Changes. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower Holdings or any other Person may be merged, amalgamated or consolidated with or into Holdings or the Borrower, ; provided that (A) Holdings or the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of Holdings or the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicable, Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) and ), (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement), and (7) the Successor Borrower shall have delivered to the Administrative Agent such documentation and information as is reasonably requested in writing by the Administrative Agent about the Credit Parties to the extent the Administrative Agent and Holdings in good faith mutually agree is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower Holdings or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, Holdings; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower Holdings shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower Holdings shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated[Reserved]; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower Holdings or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if (i) the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Holdings and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolutionLenders; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower Holdings and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a an Asset Sale (which for purposes of this Section 10.3(g), will include any disposition below the dollar threshold set forth in clause (d) of the definition of “Asset Sale”) permitted pursuant to by Section 10.4 or an investment permitted pursuant to Section 10.510.5 or an investment that constitutes a Permitted Investment; and (h) IPS so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings or any Restricted Subsidiary may change its Subsidiaries may liquidate, dissolve or wind-downlegal form.

Limitation on Fundamental Changes. The Except as permitted by Sections 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower, ; provided that (Ai) the Borrower shall be the continuing or surviving corporation Person or, in the case of a merger, amalgamation or (B) if consolidation with or into the Borrower, the Person formed by or surviving any such merger, amalgamation or consolidation is not (if other than the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation, and (iv) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation or consolidation, with the Financial Performance Covenants, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (B) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4C) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed Credit Documents confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause the Successor Borrower’s obligations under this Agreement, (3) and (6E) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger merger, amalgamation or consolidation and such any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and Documents, (yF) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger merger, amalgamation or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood Document; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement)Agreement and (G) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, ; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Guarantee, the Security Agreement, the Pledge Agreement and any applicable Mortgage, and a joinder to the relevant Security Documents Intercompany Note, each in form and substance reasonably satisfactory to the Administrative Collateral Agent in order for the surviving Person to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder grantor of Collateral for the benefit of the Secured PartiesParties and to acknowledge and agree to the terms of the Intercompany Note, (iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation or consolidation or would result from the consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves a Subsidiary and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation or consolidation, with the Financial Performance Covenants, as such covenants are recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (B) the Borrower shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Credit Document preserve the enforceability of the Guarantees Guarantee and the perfection and priority of the Liens under the applicable Security DocumentsAgreement and (C) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party Guarantor may sell(i) merge, leaseamalgamate or consolidate with or into any other Restricted Subsidiary and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, transfer a Guarantor or otherwise dispose any other Restricted Subsidiary of the Borrower; (d) any Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any other Subsidiary which is not a Guarantor or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Guarantor; provided that if such Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be, and any such Disposition shall be, an “Investment” and subject to the limitations set forth in Section 10.5 and (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted SubsidiaryGuarantor; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed Disposed of or transferred in accordance with Section 10.4 or 10.5 or10.5, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution;; and (gf) to the extent that no Borrowing Base Deficiency, Default or Event of Default would result from the consummation of such disposition or investmentdisposition, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment consolidation or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-down10.4.

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets Property or other propertiesbusiness, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated with or into the Borrowerinto, or, so long as such Subsidiary has nominal or no assets or liabilities, be liquidated, wound up or dissolved, or all or any part of its business, Property or assets may be conveyed, sold, leased transferred or otherwise disposed of, in one transaction or a series of transactions to, (x) any Wholly Owned Subsidiary Guarantor (provided that (Ai) a Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.10 in connection therewith) or (y) the Borrower (1) in a transaction in which the Borrower shall be the continuing or surviving corporation or (B2) if in a transaction in which the Person formed by Borrower shall not be the continuing or surviving any such merger, amalgamation or consolidation is not the Borrower corporation (such other Personsurviving person, the “Successor Borrower”); provided that, (1A) such transaction shall not cause the ASOT Borrower to fail to be in pro forma compliance with the covenants contained in Section 7.1 of the ASOT Credit Agreement (other than Sections 7.1(a) and 7.1(c) of the ASOT Credit Agreement if such transaction is consummated during a Cure Period and was contractually committed to prior to the related Test Date), (B) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2C) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the ASOT Administrative Agent, (3D) each Subsidiary Guarantor, unless it is the other party in such transaction, shall confirm that its guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (E) each Subsidiary Guarantor, unless it is the other party to such merger or consolidationtransaction, shall have by a supplement to the Guarantee and Collateral Agreement confirmed that its guarantee obligations thereunder shall apply to any the Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5F) each mortgagor of a the Mortgaged Property, unless it is the other party to such merger or consolidationtransaction, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to the Successor Borrower’s obligations under this Agreement and/or its Guarantee guarantee thereof, as reaffirmed pursuant applicable, (G) such transaction shall not cause a Change of Control to clause (3) occur and (6H) the Successor Borrower shall have delivered to the Lender and the ASOT Administrative Agent (x) an officer’s certificate stating that such merger or consolidation transaction and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel supplement to the effect that such merger or consolidation does not violate this Agreement or any other Credit Security Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that comply with this Agreement; provided further that, if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement);; and (b) so long as no Default the Borrower or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (e) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (f) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution; (g) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 10.4 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downGuarantor.

Limitation on Fundamental Changes. The (A) Each of Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10, any Subsidiary of the Borrower or any other Person may be merged, amalgamated merged or consolidated with or into (i) Holdings, provided that (A) Holdings shall be the continuing or surviving corporation and (B) no Default would result from the consummation of such merger or consolidation or (ii) the Borrower, provided that (Ai) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation merger or consolidation is not (if other than the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia States or any territory thereofof the forty-eight (48) continental states thereof (such Person other than the Borrower being herein referred to as the “Successor Credit Party”), (2ii) the Successor Borrower Credit Party shall expressly assume all of the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3iii) each Guarantor, unless it is no Default would result from the other party to consummation of such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge Agreement, as applicable, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3) ; and (6iv) the Successor Borrower shall have delivered to the Administrative Agent (x) and the Security Agents an officerOfficer’s certificate Certificate and an opinion of counsel, each stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel supplement to the effect that such merger or consolidation does not violate this Agreement or any other Credit Security Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Borrower Credit Party will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower, provided that (i) in the case of any merger, amalgamation merger or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person corporation or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation merger or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving Person corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Subsidiary Guarantor), (A) shall be an entity organized or existing under the laws of the United States or any of the forty-eight (48) continental states thereof and (B) shall execute a supplement to the Guarantee Agreement, the Pledge Agreement and the relevant Security Documents Agreement and any applicable Mortgage, in form and substance reasonably satisfactory to the Administrative Agent Security Agents in order to become a Subsidiary Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder grantor of Collateral for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) the Borrower shall have delivered to the Administrative Agent and the Security Agents an officersOfficers’ certificate Certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documentscomply with this Agreement; (c) the Merger may be consummated; (d) any Restricted Subsidiary that is not a Credit Party Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary; (ed) any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Credit Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assetsSubsidiary Guarantor; (fe) any Restricted Subsidiary may liquidate or dissolve if (ix) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iiy) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 10.5, or, in the case of any such business, discontinueddiscontinued without being disposed of or transferred, shall be transferred to, or otherwise owned or conducted by, a another Credit Party after giving effect to such liquidation or dissolution;; and (gf) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower and the Restricted Subsidiaries may consummate a any merger, dissolution, liquidation, consolidation, investment consolidation or dispositiondisposition of a Restricted Subsidiary, the purpose of which is to effect (i) a disposition permitted pursuant to by Section 10.4 (other that Section 10.4(d)) shall be permitted or an investment (ii) any Investment permitted pursuant by Section 10.5 shall be permitted. (B) Holdings will not engage in any business or activity other than (a) the ownership of all the outstanding shares of capital stock of the Borrower, (b) maintaining its corporate existence (and consummating any merger or consolidation permitted by Section 10.3(A)(a)), (c) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and its Subsidiaries, (d) the performance of the Credit Documents to which it is a party, (e) making any Restricted Payment permitted by Section 10.5; and10.6 or holding any cash received in connection with Restricted Payments made by the Borrower in accordance with Section 10.6 pending application thereof by Holdings in the manner contemplated by Section 10.6, (f) adopting or entering into employment or similar agreements with current or former employees, directors and independent contractors of Parent or any of its Subsidiaries and sponsoring or maintaining executive compensation and employee benefit plans, programs, arrangements and policies for the benefit of current and former directors and employees of Parent or any of its Subsidiaries and (g) activities incidental to the businesses or activities described in clauses (a) to (f) of this Section 10.3(B). Holdings will not own or acquire any assets (other than shares of capital stock of the Borrower, cash and Permitted Investments) or incur any liabilities (other than Indebtedness permitted by Section 10.1(B) and liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and business and activities permitted by this Agreement). (C) Parent will not engage in any business or activity other than (a) the ownership of all the outstanding shares of capital stock of Holdings, (b) maintaining its corporate existence, (c) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and Borrower, (d) the performance of the Credit Documents to which it is a party, the Forward Purchase Contract and the PIK Convertible Note Indenture, (e) holding any cash received in connection with dividends made by Holdings in accordance with Section 10.6 pending application thereof by Parent in the manner contemplated by Section 10.6, (f) owning the assets set forth on Schedule 10.3(c), (g) activities related to Qualified PIK Securities and other permitted capital stock and (h) IPS activities incidental to the businesses or activities described in clauses (a) to (g) of this Section 10.3(C) and Indebtedness and liabilities described in the next sentence. Parent will not own or acquire any assets (other than shares of capital stock of Holdings, cash and Permitted Investments) or incur any liabilities (other than Indebtedness permitted by Section 10.1(B) or liabilities imposed by law, including tax liabilities, and other liabilities incidental to its Subsidiaries may liquidate, dissolve or wind-downexistence and business and activities permitted by this Agreement).

Limitation on Fundamental Changes. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that: (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Borrower shall be in compliance with the covenant set forth in Section 10.10therefrom, any Subsidiary of the Borrower Holdings or any other Person may be merged, amalgamated or consolidated with or into Holdings or the Borrower; provided that, provided that (A) Holdings or the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of Holdings or the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary Credit Party grantor and each Subsidiary Credit Party pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the any applicable Security Agreement or the Pledge Agreement, as applicable, Document affirmed that its obligations thereunder shall apply to its Obligations or its Guarantee as reaffirmed pursuant to clause (3), as applicable, (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Obligations or its Guarantee as reaffirmed pursuant to clause (3) ), as applicable, and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower Holdings or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of Holdings (in each case, other than the Borrower, ); provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower Holdings shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (and if other than the surviving Person is not already a Guarantor) , such Person shall execute a supplement to the Guarantee Agreement and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, Parties and (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower Holdings shall have delivered to the Administrative Agent an officers’ officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Guarantee or Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (c) the Merger may be consummated; (di) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower Holdings or any other Restricted Subsidiary; Subsidiary or (eii) any Subsidiary Credit Party (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party; (d) any Subsidiary (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value Fair Market Value of such assets; (fe) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if (i) the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of Holdings and the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution;Lenders; and (gf) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Borrower Holdings and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or dispositionconveyance, sale, lease, assignment or Disposition, the purpose of which is to effect a disposition an Asset Sale (which for purposes of this Section 10.3(f), will include any Disposition below the dollar threshold set forth in clause (d) of the definition of Asset Sale but will exclude any Disposition pursuant to clause (b) of the definition of Asset Sale) permitted by Section 10.4 or an Investment permitted pursuant to Section 10.4 10.5 or an investment permitted pursuant to Section 10.5; and (h) IPS and its Subsidiaries may liquidate, dissolve or wind-downInvestment that constitutes a “Permitted Investment”.