Common use of Limitation on Fundamental Changes Clause in Contracts

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.

Limitation on Fundamental Changes. Enter Except as permitted by Section 10.4 (other than Section 10.4(d)) or Section 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), consummate a Division as the Dividing Person, or Dispose of of, all or substantially all of its Property business units, assets or businessother properties, except that: (a) any Subsidiary of the Company Borrower or any other Person may be merged, consolidated, amalgamated, dissolved amalgamated or liquidated consolidated with or into (i) the Company (Borrower; provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or ; (iiib) any Subsidiary of the Borrower or any other Subsidiary (other than a Subsidiary Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower) (; provided that if in the case of any such Subsidiary is a Subsidiary Guarantormerger, amalgamation or consolidation involving one or more Restricted Subsidiaries, a Restricted Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in ; (c) any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Restricted Subsidiary that is not the continuing a Guarantor may (i) merge, amalgamate or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated consolidate with or into (i) any Foreign other Restricted Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or and (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower, a Guarantor or any other Restricted Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) any Guarantor may (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any merge, amalgamate or all of its assets (upon voluntary liquidation consolidate with or otherwise) to into any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and Guarantor, (ii) merge, amalgamate or consolidate with or into any other Subsidiary that which is not a Loan Party may Guarantor or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan PartyGuarantor; 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 Guarantor; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Restricted Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, may liquidate or dissolve if (i) the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the LendersLenders 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, 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 (f) to the extent that no Borrowing Base Deficiency, Default or Event of Default would result from consummation of such Disposition, the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 10.4 or an Investment permitted by Section 10.5; and (g) to the Mexican Reorganizationextent no Default or Event of Default than exists, any merger the sole purpose of which is to reincorporate or reorganize a Credit Party in another jurisdiction in the United States shall be permitted so long as (i) the Administrative Agent receives ten (10) Business Day’s prior notice, (ii) such merger does not adversely affect the value of the Collateral in any material respect, (iii) the surviving entity assumes all Obligations of the applicable Credit Parties under the Credit Documents, (iv) the surviving entity delivers any requested supplements or amendments to the Security Documents as are necessary to continue the Collateral Agent’s perfection in all Collateral affected by such merger and (v) the surviving entity delivers applicable information requested by the Administrative Agent or any Lender under applicable “know your customer” and anti-money laundering rules and regulations including the Patriot Act.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (a) any Subsidiary if no Default or Event of Default shall have occurred and be continuing or would result therefrom, including without limitation under Section 7(i), the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into any other Person subject to the satisfaction of the following conditions: (i) the Company (provided that the Company shall be the continuing or surviving corporation), corporation or (ii) (x) the survivor shall be organized under the laws of a state in the United States and shall assume the Company’s obligations under this Agreement and the other Loan Documents under an agreement in form and substance reasonably satisfactory to the Managing Administrative Agent, (y) at the request of any Lender, the survivor shall furnish to the Lenders all information necessary for them to comply with the Act (as defined in Section 9.19) and (z) if the Managing Administrative Agent so requests, it shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Managing Administrative Agent; (b) if no Default or Event of Default shall have occurred and be continuing or would result therefrom, a Subsidiary Borrower may be merged or consolidated with or into any other Person subject to the satisfaction of the following conditions: (provided that a i) such Subsidiary Borrower shall be the continuing or surviving Person) corporation or (iiiii) (x) the survivor shall be organized under the laws of the same jurisdiction as the jurisdiction of organization of such Subsidiary Borrower or under the laws of a state in the United States and shall assume such Subsidiary Borrower’s obligations under this Agreement and the other Loan Documents under an agreement in form and substance reasonably satisfactory to the Managing Administrative Agent, (y) at the request of any Lender, the survivor shall furnish to the Lenders all information necessary for them to comply with the Act (as defined in Section 9.19) and (z) if the Managing Administrative Agent so requests, it shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Managing Administrative Agent; (i) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantormay sell, a Subsidiary Guarantor shall be the continuing lease, transfer or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose dispose of any or all of its assets (upon voluntary liquidation liquidation, winding up, dissolution or otherwise) to the Company a wholly owned Subsidiary or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement Borrower may sell, lease or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose dispose of any or all of its assets (upon voluntary liquidation liquidation, winding up, dissolution or otherwise) to any other Canadian another Subsidiary that is a Wholly Owned Subsidiary of Borrower or the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (gd) the Mexican Reorganizationas permitted by Section 6.4 (including by way of merger, voluntary liquidation, winding up, dissolution or otherwise).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or businessProperty, except that: (a) the Parent, any Intermediate Holdco or any Restricted Subsidiary of the Company Borrower (i) may be merged, consolidated, amalgamated, dissolved consolidated or liquidated amalgamated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower Guarantor (provided that (A) a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (B) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain in full force become a Guarantor and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Personcomply with Section 6.9 in connection therewith) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets to the Borrower or any Guarantor (upon voluntary liquidation liquidation, winding up or dissolution or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party); (eb) any Person may enter into a merger, consolidation or amalgamation consummated to effect with any Class I Restricted Subsidiary as a means of implementing a Permitted Acquisition permitted by Section 7.8 (provided that such Class I Restricted Subsidiary shall be permittedthe continuing or surviving corporation); (fc) any Dormant Subsidiary Person may Dispose of all or any Subsidiary that is an inactive Subsidiary or has assets substantially all of less than $1,000,000 mayits Property pursuant to a transaction permitted by Section 7.5; and (d) Specified Reorganizations may be consummated if, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests (i) each Intermediate Holdco shall be a wholly-owned Subsidiary of the Company and is not materially disadvantageous Parent or another Intermediate Holdco, (ii) the Borrower shall be a wholly-owned Subsidiary of an Intermediate Holdco, (iii) each Intermediate Holdco shall become a party to the Lenders; and Guarantee and Collateral Agreement as a Guarantor, and (giv) the Mexican ReorganizationBorrower, each Intermediate Holdco and the Administrative Agent shall have entered into an amendment to this Agreement that is satisfactory to the Administrative Agent in its reasonable discretion, amending clause (c) of the definition of the term “Change of Control,” Section 7.6, Section 7.15 and such other provisions of this Agreement and the other Loan Documents as the Borrower and the Administrative Agent shall reasonably deem necessary to reflect the consummation of such Specified Reorganization (and such amendment shall not require the approval or signature of any other Lender or Agent).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Personcorporation), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the CompanyGuarantor, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary taken and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted;; and (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, 500,000 may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except thatbusiness except: (a) (i) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Parent Borrower (provided that the Company Parent Borrower shall be the continuing or surviving corporation), (ii) any Wholly-Owned Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Personcorporation) or an entity that will become a Wholly-Owned Subsidiary Guarantor following a Permitted Business Acquisition and (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Wholly-Owned Subsidiary of the Company organized in such jurisdiction (other than Guarantor) may be merged or consolidated with or into a Canadian Holding Company) Subsidiary Guarantor (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a the Subsidiary Guarantor shall be the continuing or surviving Personcorporation); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Parent Borrower or any other Subsidiary of Guarantor in which the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement Parent Borrower has an equal or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any higher direct or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) indirect ownership percentage and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan PartyParty in which the Parent Borrower has an equal or higher direct or indirect ownership percentage or any Subsidiary Guarantor; (ec) any mergerForeign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary (provided that if (1) one such Subsidiary is a Wholly-Owned Foreign Subsidiary, consolidation or amalgamation consummated to effect a Permitted Acquisition such Wholly-Owned Foreign Subsidiary shall be permitted; the continuing or surviving corporation, (f2) any Dormant one such Subsidiary is a Pledge Eligible Foreign Subsidiary (65%), such Pledge Eligible Foreign Subsidiary (65%) shall be the continuing or any surviving corporation or the continuing or surviving corporation shall be designated a Pledge Eligible Foreign Subsidiary that (65%) and (3) one such Subsidiary is an inactive a Pledge Eligible Foreign Subsidiary (100%), the Pledge Eligible Foreign Subsidiary (100%) shall be the continuing or has assets of less than $1,000,000 may, in each case, liquidate surviving corporation or dissolve if the Company determines in good faith that such liquidation continuing or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenderssurviving corporation shall be designated a Pledge Eligible Foreign Subsidiary (100%)); and (gd) to the Mexican Reorganizationextent permitted by Section 7.5.

Limitation on Fundamental Changes. Enter Except as expressly permitted by Section 10.4 or 10.5, the Credit Parties will not, and will not permit any of their respective Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property business units, assets or businessother properties, except that: (a) any Subsidiary (other than a License Subsidiary) of the Company Borrower or any other Person may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into the Borrower; provided that (i) the Company (provided that the Company Borrower shall be the continuing or surviving corporation), and (ii) no Default or Event of Default would result from the consummation of such merger or consolidation; (b) any Subsidiary of the Borrower (other than a License Subsidiary) or any other Person 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 Borrower shall be the continuing or surviving Person) corporation or (iiiB) the Borrower shall take all steps necessary to cause the Person formed by or surviving any other Subsidiary 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 Borrower) (provided that if any such Subsidiary is a Subsidiary GuarantorGuarantors, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in corporation or the Person formed by or surviving any such casemerger, any security interests granted amalgamation or consolidation (if other than a Subsidiary Guarantor) shall become a DIP Debtor under the Cases and execute a Joinder Agreement and a supplement to the Security Agreement, (iii) no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation, and (iv) the Borrower shall have delivered to the Administrative Agent for the benefit of the Secured Parties pursuant an officers’ certificate stating that such merger, amalgamation or consolidation and such supplements to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenSecurity Document comply with this Agreement; (bc) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Restricted Subsidiary (other than a Foreign Subsidiary BorrowerLicense Subsidiary) that is not a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary GuarantorGuarantor may sell, a Subsidiary Guarantor shall be the continuing lease, transfer or surviving Person); (i) any Subsidiary of the Company may Dispose otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower, a Guarantor or any other Restricted Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) Guarantor may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan PartyGuarantor; (e) any mergerRestricted Subsidiary (other than a License Subsidiary) may liquidate, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate wind up or dissolve if (x) the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the LendersLenders and (y) to the extent such Restricted Subsidiary is a Credit Party, any assets or business 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, another Credit Party after giving effect to such liquidation or dissolution; (f) any License Subsidiary may (i) be merged or consolidated with any other License Subsidiary that is a Credit Party, (ii) sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) only to another License Subsidiary that is a Credit Party, (iii) sell, transfer or otherwise dispose of capital stock or other ownership interest of such License Subsidiary only to a Credit Party; (g) without limiting the ability of the Borrower or any of its Subsidiaries to form a new Subsidiary under the laws of any jurisdiction, the Borrower or any of its Subsidiaries may change its jurisdiction of organization to the United States of America (or any State thereof); and (gh) the Mexican ReorganizationBorrower and the Restricted Subsidiaries may consummate the Designated Target Transaction.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Solvent Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Personentity) or (iii) with or into any other Wholly Owned Subsidiary (other than a Subsidiary Borrower) Guarantor (provided that if any (i) such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)entity or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) entity shall remain become a Subsidiary Guarantor and the Borrower shall comply with Section 5.10 in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith); (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (i) (upon voluntary liquidation liquidation, windup, dissolution or otherwise) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and or (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is pursuant to a Dormant Subsidiary, such Subsidiary may be dissolvedDisposition permitted by Section 6.5; (dc) any Foreign Subsidiary may (i) be merged or consolidated with or into any Canadian Subsidiary of the Company other Foreign Subsidiary, or (other than a Canadian Holding Companyii) may Dispose of any or all of its assets to (upon voluntary liquidation liquidation, windup, dissolution or otherwise) to any other Canadian Foreign Subsidiary; (d) a Foreign Subsidiary may merge with another Foreign Subsidiary, incorporated or organized for the purpose of reincorporating or reorganizing such Foreign Subsidiary in another jurisdiction to realize tax or other benefits; provided that the Borrower notifies the Administrative Agent at least 30 days (or such shorter period as is reasonably acceptable to the Administrative Agent) prior to such merger and takes all actions necessary to maintain the Administrative Agent’s Liens on the Collateral; (e) any Domestic Subsidiary which is not a Wholly Owned Guarantor may (i) be merged or consolidated with or into any other Domestic Subsidiary of the Company (other than which is not a Canadian Holding Company) and Guarantor or (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets to (upon voluntary liquidation liquidation, windup, dissolution or otherwise) to any other Domestic Subsidiary that which is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permittedGuarantor; (f) any Dormant Permitted Acquisition made by the Borrower or a Subsidiary Guarantor may be structured as a merger, consolidation or amalgamation; provided that the surviving legal entity of such merger, consolidation or amalgamation is the Borrower or such Subsidiary Guarantor; (g) the Merger Transactions; and (i) any Subsidiary that is of the Borrower (other than an inactive Subsidiary or has assets of less than $1,000,000 may, in each caseExcluded Subsidiary) may dissolve, liquidate or dissolve wind up its affairs at any time if the Company determines in good faith that such dissolution, liquidation or dissolution is in the best interests of the Company and winding up is not materially disadvantageous to the Lenders; and , and (gii) any Excluded Subsidiary of the Mexican ReorganizationBorrower may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect.

Limitation on Fundamental Changes. Enter The Borrower will not, and will not permit any of its Subsidiaries to: (a) other than in order to consummate a Permitted Acquisition, or a sale or other disposition of a Subsidiary of the Borrower permitted by Section 10.4, enter into any merger, consolidation, reorganization, or recapitalization, other than mergers, consolidations and reorganizations (i) between Guarantors, (ii) between the Borrower and any of its Subsidiaries, provided that the Borrower is the surviving entity of such merger, consolidation or amalgamationreorganization, (iii) between non-Credit Parties, and (iv) between a Guarantor and a non-Credit Party; provided that the Guarantor is the surviving entity of such merger, consolidation or reorganization. (b) liquidate, wind up up, or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into for (i) the Company (provided that liquidation or dissolution of Inactive Subsidiaries or non-operating Subsidiaries of the Company shall be the continuing or surviving corporation)Borrower with no material assets and no material liabilities, (ii) the liquidation or dissolution of a Credit Party (other the Borrower) or any of the Borrower’s Wholly-Owned Subsidiaries, in each case, so long as all of the assets (including any interest in any Equity Interest) of such liquidating or dissolving Credit Party or Subsidiary Borrower are transferred to a Credit Party (provided or, in the case of a liquidating or dissolving non-Credit party, to another Wholly-Owned Subsidiary of the Borrower) that a Subsidiary Borrower shall be the continuing is not liquidating or surviving Person) dissolving, or (iii) any other Subsidiary (other than the liquidation or dissolution of a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary Borrower that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, Credit Party so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transferA) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any such liquidating or dissolving Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is transferred to a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary Borrower that is not liquidating or dissolving and (B) if all or any portion of the Equity Interests of the liquidating or dissolving Subsidiary are subject to a Wholly Owned Lien in favor of the Collateral Agent, the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of the Company Borrower the Equity Interests of which are subject to a Lien in favor of the Collateral Agent (other than subject to exceptions and limitations contained in the Credit Documents with respect to Foreign Subsidiaries and Excluded Subsidiaries), or (c) suspend or discontinue a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose substantial portion of any material line of business of the Borrower and its Subsidiaries, taken as a whole, except as permitted pursuant to clauses (a) or all (b) above or in connection with the transactions permitted pursuant to Section 10.4; provided, however, that the foregoing requirement shall not apply to temporary suspensions of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is operations in the best interests ordinary course of the Company and is not materially disadvantageous business or in response to the Lenders; and (g) the Mexican Reorganizationoccurrence of any force majeure events.

Limitation on Fundamental Changes. Enter into any merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (a) any Restricted Subsidiary of the Company Parent Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Parent Borrower (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Parent Borrower shall be the continuing or surviving Personentity) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary one or more Restricted Subsidiaries that are Wholly Owned Subsidiaries of the Parent Borrower (provided that a Foreign the Wholly Owned Subsidiary or Restricted Subsidiaries of the Parent Borrower shall be the continuing or surviving Person) entity); provided that 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 (ii) Voting Stock of any other Foreign Subsidiary Loan Party, or if such merger or consolidation constitutes (other than alone or together with any related merger or consolidation by any Loan Party) a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary transfer of all or substantially all of the Company organized in such jurisdiction assets of the Domestic Subsidiaries that are Loan Parties, (other than a Canadian Holding Company1) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)entity shall be a Loan Party, (2) such merger or consolidation shall be in the ordinary course of business, or (3) if the continuing or surviving entity is not a Loan Party, the Fair Market Value of all such assets transferred by a Loan Party pursuant to this clause (3) do not exceed $5,000,000 in any fiscal year; (ib) any Restricted Subsidiary of the Company Parent Borrower may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Parent Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Restricted Subsidiary that is a Wholly Owned Subsidiary of the Company Parent Borrower (other than and, in the case of a Canadian Holding Companynon-Wholly Owned Subsidiary, may be liquidated to the extent the Parent Borrower or any Wholly Owned Subsidiary which is a direct parent of such non-Wholly Owned Subsidiary receives a pro rata distribution of the assets thereof); provided that (x) and (ii) any if the Subsidiary that is not a Loan Party may Dispose 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 other Subsidiary Loan Party, or constitutes (alone or together with any related disposition of assets by any Loan Party) all or substantially all of the assets of the Domestic Subsidiaries that are Loan Parties, (1) the transferee of such assets shall be a Loan Party, (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 of all such assets transferred by a Loan Party pursuant to this clause (3) do not exceed $10,000,000 in any fiscal year; (c) pursuant to the Recapitalization Transaction; (d) to the extent such sale, lease, transfer or other disposition or transaction is expressly excluded from the definition of “Asset Sale” or, if such sale, lease transfer or other disposition or transactions constitutes an “Asset Sale,” such Asset Sale is made in compliance with Subsection 8.5; or (e) the Parent Borrower or any merger, consolidation Restricted Subsidiary may be merged or amalgamation consummated consolidated with or into any other Person in order to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous acquisition permitted pursuant to the Lenders; and (g) the Mexican ReorganizationSubsection 8.4.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved (i) merged or liquidated consolidated with or into (i) the Company Borrower (provided that that, Borrower shall be the Company continuing or surviving corporation) or with or into any Subsidiary Guarantor (provided that, such Subsidiary Guarantor shall be the continuing or surviving corporation), in each case so long as Borrower or such Wholly-Owned Subsidiary Guarantor would be deemed Solvent as a result of such merger or consolidation or (ii) any Subsidiary Borrower dissolved (provided that a that, such Restricted Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any owns substantially no assets and conducts substantially no business activities at such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takentime; (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) (i) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and Guarantor or (ii) if to any other Person pursuant to a transaction permitted by Section 6.5; (c) Borrower may Dispose of assets (but not all or substantially all of the assets of its assets) to any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedGuarantor; (d) any Foreign Subsidiary may liquidate, wind up or dissolve itself (ior suffer any liquidation or dissolution) any Canadian Subsidiary or may be merged or consolidated with or into, or may dispose of the Company (other than a Canadian Holding Company) may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to to, any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan PartyForeign Subsidiary; (e) any merger, consolidation Restricted Subsidiary may merge or amalgamation consummated consolidate with Persons acquired pursuant to effect a Permitted Acquisition shall be permitted;Acquisition; and (f) any Dormant Subsidiary or any Subsidiary during the period that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution UA Pass-Through Certificates Restriction is in the best interests effect, any UA Subsidiary may be merged or consolidated with or into, and may dispose of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationall or substantially all of its assets to, Wholly-Owned Subsidiaries that are UA Subsidiaries.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or businessProperty, except that: (a) the Parent, any Intermediate Holdco or any Restricted Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved consolidated or liquidated amalgamated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation) or with or into any Guarantor (provided that (i) a Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Guarantor and the Borrower shall comply with Section 6.9 in connection therewith); (b) any Person may enter into a merger, consolidation or amalgamation with any Class I Restricted Subsidiary as a means of implementing a Permitted Acquisition permitted by Section 7.8 (provided that such Class I Restricted Subsidiary shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (bc) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company Person may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties Property pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takena transaction permitted by Section 7.5; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved;and (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) Specified Reorganizations may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation be consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 mayif, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests (i) each Intermediate Holdco shall be a wholly-owned Subsidiary of the Company and is not materially disadvantageous Parent or another Intermediate Holdco, (ii) the Borrower shall be a wholly-owned Subsidiary of an Intermediate Holdco, (iii) each Intermediate Holdco shall become a party to the Lenders; and Guarantee and Collateral Agreement as a Guarantor, and (giv) the Mexican ReorganizationBorrower, each Intermediate Holdco and the Administrative Agent shall have entered into an amendment to this Agreement that is satisfactory to the Administrative Agent in its reasonable discretion, amending clause (c) of the definition of the term “Change of Control,” Section 7.6, Section 7.15 and such other provisions of this Agreement and the other Loan Documents as the Borrower and the Administrative Agent shall reasonably deem necessary to reflect the consummation of such Specified Reorganization (and such amendment shall not require the approval or signature of any other Lender or Agent).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except: (a) (x) any Borrower may be merged, consolidated or amalgamated with or into another Person if a Division as Borrower is the Dividing Personsurviving Person or the Person formed by or surviving such merger, consolidation or amalgamation (i)(A) in the case of the Parent Borrower or any Borrower that is a Domestic Subsidiary, is organized or existing under the laws of the United States, or Dispose any state, district or territory thereof or (B) in the case of any Canadian Borrower, is organized or existing under the laws of Canada in any province or territory thereof, and (ii) expressly assumes all obligations of such Borrower under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent Borrower and (y) any Restricted Subsidiary of the Parent Borrower other than any Borrower may be merged, consolidated or amalgamated with or into another Person if the surviving Person is the Parent Borrower or any Restricted Subsidiary of the Parent Borrower; provided that in any case where the Subsidiary that is the non-surviving entity is a North American Subsidiary and such Subsidiary’s assets include real property owned by such North American Subsidiary or Voting Stock of any other North American Subsidiary, or if such merger or consolidation constitutes (alone or together with any related merger or consolidation by any North American Subsidiary) a transfer of all or substantially all of its Property the assets of the Domestic Subsidiaries or Canadian Subsidiaries that are Loan Parties, (1) 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, except that: or (a3) if the continuing or surviving entity is not a Loan Party, the Net Available Cash of all such assets transferred by a North American Subsidiary pursuant to this clause (3) do not exceed $20,000,000 in any fiscal year, or (4) at the time of such merger, consolidation or amalgamation, the Payment Conditions are satisfied and (z) any Subsidiary of the Company Parent Borrower may be merged, consolidated, amalgamated, dissolved consolidated or liquidated amalgamated with or into (i) the Company (provided that Parent Borrower if the Company shall be surviving Person is the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Parent Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Parent Borrower may be mergedsell, consolidatedlease, amalgamated, dissolved transfer or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Parent Borrower or any other Restricted Subsidiary of the CompanyParent Borrower (and, so long as any security interests granted in the case of a non-Wholly Owned Subsidiary, may be liquidated to the Administrative Agent for extent the benefit Parent Borrower or any Subsidiary which is a direct parent of such non-Wholly Owned Subsidiary receives a pro rata distribution of the Secured Parties pursuant assets thereof); provided that if any Borrower so disposes of all or substantially all of its assets (i) in the case of HERC, such sale, lease, transfer or other disposition of all or substantially all of its assets may be made only to the Collateral Documents Parent Borrower and (ii) in the assets so Disposed shall remain all other cases, either (A) such Borrower shall, simultaneously with such disposition, (1) repay in full force all outstanding Loans made (x) to it and effect (y) against assets contributed by it to the Borrowing Base, to any other Borrower and perfected (2) terminate its right to at least borrow hereunder or (B) the same extent as in effect immediately prior to transferee of such transfer) and all actions required to maintain said perfected status have been takenassets shall be a Borrower; provided provided, further, that (x) subject to if the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party Subsidiary that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose disposes of any or all of its assets (upon voluntary liquidation is a North American Subsidiary and such disposition includes real property owned by such North American Subsidiary or otherwise) to Voting Stock of any other Canadian Subsidiary that is a Wholly Owned Subsidiary North American Subsidiary, or constitutes (alone or together with any related disposition of assets by any North American Subsidiary) all or substantially all of the Company assets of the Domestic Subsidiaries or Canadian Subsidiaries that are Loan Parties, (other than a Canadian Holding Company1) and (ii) any Subsidiary that is not the transferee of such assets shall be a Loan Party may Dispose Party, or (2) such disposition shall be in the ordinary course of any business, or all (3) if the transferee of its such assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; , the Net Available Cash of all such assets transferred by a North American Subsidiary pursuant to this clause (e3) do not exceed $20,000,000 in any mergerfiscal year, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f4) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets at the time of less than $1,000,000 maysuch disposition, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersPayment Conditions are satisfied; and (gc) the Mexican Reorganizationpursuant to any Asset Disposition made in accordance with Section 8.6 (or any disposition not constituting an Asset Disposition).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower (Guarantor; provided that a Subsidiary Borrower shall be (i) the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, become a Subsidiary Guarantor and the Borrower shall be the continuing or surviving Person)comply with Section 6.10 in connection therewith; (i) any Subsidiary of the Company Borrower may Dispose of any or all of its assets Property (upon voluntary liquidation or otherwise) or business to the Company Borrower or any other Subsidiary of the CompanyGuarantor, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party Subsidiary Guarantor may Dispose of any or all of its assets Property (upon voluntary liquidation or otherwise) or business to any other Subsidiary that is not a Loan PartySubsidiary Guarantor; (ec) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment otherwise permitted pursuant to Section 7.8; provided that (i) if such Subsidiary is a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving corporation, or (ii) the continuing or surviving corporation shall, or will within the times specified therein, have complied with the requirements of Section 6.10; and (d) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; and Lenders (g) provided that in the Mexican Reorganizationcase of a liquidation or dissolution of a Subsidiary Guarantor, the assets thereof are transferred to another Loan Party or otherwise subject to Investment in accordance with Section 7.8).

Limitation on Fundamental Changes. Enter Except as expressly permitted by Section 10.4 or 10.5, the Credit Parties will not, and will not permit any of their respective Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property business units, assets or businessother properties, except that: (a) any Subsidiary (other than a License Subsidiary) of the Company Borrower or any other Person may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into the Borrower; provided that (i) the Company (provided that the Company Borrower shall be the continuing or surviving corporation), and (ii) no Default or Event of Default would result from the consummation of such merger or consolidation; (b) any Subsidiary of the Borrower (other than a License Subsidiary) or any other Person 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 Borrower shall be the continuing or surviving Person) corporation or (iiiB) the Borrower shall take all steps necessary to cause the Person formed by or surviving any other Subsidiary 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 Borrower) (provided that if any such Subsidiary is a Subsidiary GuarantorGuarantors, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in corporation or the Person formed by or surviving any such casemerger, any security interests granted amalgamation or consolidation (if other than a Subsidiary Guarantor) shall become a DIP Debtor under the Cases and execute a Joinder Agreement and a supplement to the Security Agreement, (iii) no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation, and (iv) the Borrower shall have delivered to the Administrative Agent for the benefit of the Secured Parties pursuant an officers’ certificate stating that such merger, amalgamation or consolidation and such supplements to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenSecurity Document comply with this Agreement; (bc) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Restricted Subsidiary (other than a Foreign Subsidiary BorrowerLicense Subsidiary) that is not a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary GuarantorGuarantor may sell, a Subsidiary Guarantor shall be the continuing lease, transfer or surviving Person); (i) any Subsidiary of the Company may Dispose otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower, a Guarantor or any other Restricted Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) Guarantor may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan PartyGuarantor; (e) any mergerRestricted Subsidiary (other than a License Subsidiary) may liquidate, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate wind up or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.if

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that that, if any Subsidiary party to such Subsidiary merger or consolidation is a Subsidiary Guarantor, a Subsidiary Guarantor the surviving entity shall also be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwiseincluding the Capital Stock of any Subsidiary) to the Company or any other Subsidiary of the CompanyGuarantor which, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and after giving effect and perfected (to at least the same extent as in effect immediately prior to such transfer) Disposition, is and all actions required to maintain said perfected status have been taken; provided that (x) remains a Material Subsidiary or, subject to the following clause (ySection 7.8(i), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic other Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (including Capital Stock of any other Subsidiary) (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or any other Canadian Subsidiary, provided that if any such Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose Disposing of any or all of its assets (upon voluntary liquidation to a Subsidiary is a Subsidiary Guarantor, the Subsidiary to which such assets are sold or otherwise) to any other transferred must also be a Subsidiary that is not a Loan PartyGuarantor; (ec) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary the Borrower or any Subsidiary may merge with or consolidate with any Person in connection with any Acquisition or Subsidiary Acquisition permitted hereunder, provided that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve (i) (A) if the Company determines in good faith that Borrower is a party thereto, the Borrower is the surviving entity of such liquidation merger or dissolution consolidation and (B) if a Subsidiary Guarantor is in a party thereto, the best interests surviving entity of the Company such merger or consolidation is a Subsidiary Guarantor and is not materially disadvantageous to the Lenders(ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (gd) the Mexican ReorganizationDispositions permitted under Section 7.5.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamationamalgamation as a constituent party, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property Property, business or businessassets, except thator make any material change in its present method of conducting business except: (a) (i) any Restricted Subsidiary of the Company Borrower (including a Foreign Subsidiary) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower one or more Wholly-Owned Restricted Subsidiaries which are Domestic Subsidiaries (provided that a such Wholly-Owned Restricted Subsidiary Borrower or Subsidiaries shall be the continuing or surviving Person) or and (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (bii) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any one or more Wholly-Owned Restricted Subsidiaries which are Foreign Subsidiary Borrower Subsidiaries (provided that a Foreign such Wholly-Owned Restricted Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor Subsidiaries shall be the continuing or surviving Person); (b) (i) any Wholly-Owned Restricted Subsidiary (including a Wholly-Owned Restricted Subsidiary which is a Foreign Subsidiary) of the Company Borrower may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Wholly-Owned Restricted Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that which is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Wholly-Owned Restricted Subsidiary of the Company (other than Borrower which is a Canadian Holding Company) Foreign Subsidiary may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Wholly-Owned Restricted Subsidiary that which is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersForeign Subsidiary; and (gc) any Wholly-Owned Restricted Subsidiary may be merged or consolidated with any Person acquired in connection with a Permitted Business Acquisition made in the Mexican Reorganizationordinary course of the Oil and Gas Business, provided the continuing or surviving Person shall be a Wholly-Owned Restricted Subsidiary.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower (Guarantor; provided that a Subsidiary Borrower shall be (i) the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, become a Subsidiary Guarantor and the Borrower shall be the continuing or surviving Person)comply with Section 6.10 in connection therewith; (i) any Subsidiary of the Company Borrower may Dispose of any or all of its assets Property (upon voluntary liquidation or otherwise) or business to the Company Borrower or any other Subsidiary of the CompanyGuarantor, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party Subsidiary Guarantor may Dispose of any or all of its assets Property (upon voluntary liquidation or otherwise) or business to any other Subsidiary that is not a Loan PartySubsidiary Guarantor; (ec) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment otherwise permitted pursuant to Section 7.8; provided that (i) if such Subsidiary is a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving corporation, or (ii) the continuing or surviving corporation shall, or will within the times specified therein, have complied with the requirements of 6.10; and (d) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; and Lenders (g) provided that in the Mexican Reorganizationcase of a liquidation or dissolution of a Subsidiary Guarantor, the assets thereof are transferred to another Loan Party or otherwise subject to Investment in accordance with Section 7.8).

Limitation on Fundamental Changes. Enter Other than the Amalgamation, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets of such Loan Party, except thatfor the following, in each case so long as, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing: (a) (x) the merger, consolidation, amalgamation or liquidation of any Subsidiary into the U.S. Borrower in a transaction in which the U.S. Borrower is the surviving or resulting entity and (y) at any time after the Amalgamation, the merger, consolidation, amalgamation or liquidation of any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved Canadian Borrower into the Canadian Borrower in a transaction in which the Canadian Borrower is the surviving or liquidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenresulting entity; (b) the merger, consolidation, amalgamation or liquidation of any Foreign Wholly-Owned Subsidiary (including the liquidation of Xxxxxxx Canadian Properties LLC immediately after the consummation of the Company organized in Kildair Acquisition but excluding any Borrower) into or with a given jurisdiction (other than Wholly-Owned Subsidiary or the merger, consolidation, amalgamation or liquidation of any Person into a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Wholly-Owned Subsidiary (other than a Foreign Subsidiary any Borrower) that is or pursuant to which such Person will become a Wholly Wholly-Owned Subsidiary of the Company organized in such jurisdiction (other than any Borrower) in a Canadian Holding Company) transaction in which the resulting or surviving entity is a Wholly-Owned Subsidiary (provided it being understood that if any such Foreign Subsidiary Person involved is a Subsidiary GuarantorLoan Party, a Subsidiary Guarantor the surviving entity shall be the continuing or surviving Persona Loan Party); (ic) any Subsidiary the conveyance, sale, lease, assignment, transfer or disposal of all, or substantially all, of the Company may Dispose property, business or assets of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and Party; (yd) sales or other Dispositions permitted under Section 8.6 (other than Section 8.6(h)); and (e) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any inactive Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any liquidated; provided that, notwithstanding anything to the contrary herein, prior to the Amalgamation, no Initial Canadian Subsidiary of the Company (other than a Canadian Holding Company) Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) enter into any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary amalgamation, or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 mayliquidate, in each case, liquidate wind up or dissolve if the Company determines in good faith that such itself (or suffer any liquidation or dissolution is in dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, other than the best interests Amalgamation and the liquidation of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican ReorganizationXxxxxxx Canadian Properties LLC.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (a) any Subsidiary of the Company Person may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into the Borrower or any Person (other than the Borrower) may be merged or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) the Company (provided that Subsidiary or Subsidiaries of the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Personentity (or, if not the survivor, the surviving entity, simultaneously with such merger or consolidation, shall become a Subsidiary), (ii) or if such Person is not a Subsidiary of the Borrower, such transaction must not effect an acquisition not permitted under subsection 8.9, (iii) any other Subsidiary in each instance involving the Borrower, the Borrower shall be the continuing or surviving entity, and (other than iv) in each instance involving a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary the Guarantor shall be the continuing or surviving Person)entity, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not or the continuing or surviving Person) entity shall remain in full force become a Guarantor hereunder and effect and perfected (to otherwise comply with all applicable terms of subsection 7.9 at least the same extent as in effect immediately prior to time of such transfer) and all actions required to maintain said perfected status have been takenmerger or consolidation; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized Person in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)order to effect an acquisition permitted pursuant to subsection 8.9; (c) (i) any Subsidiary of the Company Guarantor may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other another Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all any Subsidiary of the assets of any Subsidiary Borrower (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such any Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding CompanyGuarantor) may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company Borrower or any Subsidiary Guarantor; (other than a Canadian Holding Company) and (iid) any Subsidiary that is not a Loan Party of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve under applicable corporate statutes if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; and (ge) the Mexican Reorganizationas expressly permitted by subsection 8.6.

Limitation on Fundamental Changes. Enter into any merger, transaction in the nature of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate Dispose of, in one transaction or a Division as the Dividing Personseries of related transactions, or Dispose of all or substantially all of its Property the business or businessassets of the Borrower, or enter into any such transaction or series of related transactions with regard to a group of Subsidiaries which, if merged into a single Subsidiary, would constitute a substantial part of the business or assets of the Borrower, or acquire by purchase or otherwise all or substantially all the business or assets of, or Capital Stock or other evidences of beneficial ownership of, any Person, except that: (a) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company Borrower (i) may be merged or consolidated with or into, or its assets liquidated and distributed to, the Borrower, provided that the Borrower shall be the continuing or surviving corporation or (ii) may be merged or consolidated with or into, or its assets liquidated and distributed to, any one or more Wholly Owned Subsidiaries of the Borrower; provided that no Domestic Subsidiary may be merged or consolidated with or into a Foreign Subsidiary unless a Domestic Subsidiary is the continuing or surviving entity and no Domestic Subsidiary may have its assets liquidated and distributed to any Foreign Subsidiary; (ii) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Borrower and, in the event such Subsidiary shall so Dispose of all of its assets, such Subsidiary may liquidate, wind up or dissolve; provided that is not a Loan Party no Domestic Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Foreign Subsidiary other Subsidiary that is not a Loan Partythan in the ordinary course of business; (eiii) any mergerthe Borrower and its Subsidiaries may make acquisitions, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company investments and is not materially disadvantageous to the Lenderspurchases permitted by Section 7.2.7; and (giv) the Mexican Reorganizationany Foreign Subsidiary that does not have any property may liquidate, wind up or dissolve.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (a) any Subsidiary of the Company Parent Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Parent Borrower (provided that the Company Parent Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary one or more Wholly Owned Subsidiaries of the Parent Borrower (provided that a the Wholly Owned Subsidiary or Subsidiaries of the Parent Borrower shall be the continuing or surviving Person) corporation and provided further that no Domestic Subsidiary may be merged or (iii) any other consolidated with or into a Foreign Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be unless the continuing or surviving Personentity is a Domestic Subsidiary), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Parent Borrower may be mergedsell, consolidatedlease, amalgamated, dissolved transfer or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Parent Borrower or to any other Wholly Owned Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party Parent Borrower that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedGuarantor; (d) (ic) any Canadian Foreign Subsidiary of the Company (other than a Canadian Holding Company) Parent Borrower may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Foreign Subsidiary that is a Wholly Owned Subsidiary of the Company Parent Borrower, provided that if the Foreign Subsidiary that so disposes of its assets is a Foreign Subsidiary Borrower, either (other than a Canadian Holding Companyi) such Foreign Subsidiary Borrower shall, simultaneously with such disposition, repay in full all outstanding Loans made to it, cash collateralize (on terms reasonably satisfactory to the Administrative Agent) any outstanding L/C Obligations in respect of Letters of Credit issued for its account, and terminate its right to borrow hereunder or (ii) any Subsidiary that is not a Loan Party may Dispose the transferee of any or all of its such assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant a Foreign Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersBorrower; and (gd) the Mexican Reorganizationas expressly permitted by subsection 8.6.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be (i) the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain become a Subsidiary Guarantor and the Borrower shall comply with Section 5.10 in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith); (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary Guarantor; (c) the Borrower or any of its Subsidiaries may change the Company, jurisdiction of its organization so long as any security interests granted to the Administrative Agent for the benefit new jurisdiction of the Secured Parties pursuant to the Collateral Documents Borrower or any Domestic Subsidiary is in the assets so Disposed shall remain in full force United States and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all any actions required to maintain said perfected status continue the perfection of the Administrative Agent's security interest in the Specified Collateral and priority of the Administrative Agent's security interest in the Collateral shall have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Foreign Subsidiary of the Company (other than a Canadian Holding Company) Borrower may be merged, consolidated with or into, or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned to, another Foreign Subsidiary of the Company Borrower; (other than a Canadian Holding Company) and (iie) any Subsidiary that is not a Loan Party Finance Company may be merged, consolidated with or into, or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any mergerto, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permittedanother Finance Company; (f) any Dormant Subsidiary Insurance Company may be merged, consolidated with or into, or Dispose any Subsidiary that is an inactive Subsidiary or has all of its assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such (upon voluntary liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lendersotherwise) to, another Insurance Company; and (g) the Mexican ReorganizationBorrower may liquidate any of its Inactive Subsidiaries.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except thatbusiness except: (a) any Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary Subsidiary; provided, that in connection with any merger or consolidation of Panavision Europe Limited, Panavision NZ, Panavision (other than a Foreign Subsidiary Borrower1998) that is a Wholly Owned Subsidiary of Limited and Panavision Canada Holdings, appropriate arrangements shall have been made to amend the Company organized in such jurisdiction (other than a U.K. Pledge Agreement, the New Zealand Pledge Agreement and the Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary GuarantorPledge Agreement, a Subsidiary Guarantor shall be the continuing or surviving Person);respectively. (ic) any Subsidiary of the Company Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Wholly Owned Subsidiary of the CompanyGuarantor and, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to event such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if so Dispose of all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiaryits assets, such Subsidiary may be dissolvedliquidate, wind up or dissolve; (d) (i) any Canadian Foreign Subsidiary of the Company (other than a Canadian Holding CompanyPanavision Europe Limited, Panavision NZ and Panavision Canada Holdings) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Foreign Subsidiary that is a Wholly Owned and, in the event such Foreign Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may shall so Dispose of any or all of its assets (upon voluntary liquidation assets, such Foreign Subsidiary may liquidate, wind up or otherwise) to any other Subsidiary that is not a Loan Partydissolve; (e) any mergerForeign Subsidiary that does not have any assets or Property may liquidate, consolidation wind up or amalgamation consummated to effect a Permitted Acquisition shall be permitteddissolve; (f) pursuant to the Permitted Reorganization; (g) any Dormant Domestic Subsidiary may change its legal form of organization or any Subsidiary convert to a "C corporation"; provided, that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests compliance with Section 5.6 of the Company Guarantee and is not materially disadvantageous to the LendersCollateral Agreement; and (gh) the Mexican Reorganizationany Disposition permitted by Subsections 7.5(c), (d) or (e).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary or an Unrestricted Subsidiary (if, in the case of the Company an Unrestricted Subsidiary, no Default or Event of Default would result therefrom) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be (i) the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith); (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary Guarantor (it being understood that a liquidation, winding up or dissolution of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party Subsidiary shall be made to another Loan Party and (y) any treated as if such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if had Disposed of all of its assets); (c) the assets of any Subsidiary (other than Borrower and its Subsidiaries may consummate the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved;transactions permitted under Section 7.5(e); and (d) (x) the Borrower or, following the Holdings Accession Date, Holdings, may merge with (i) any Canadian Local Insight Media, L.P., a Delaware limited partnership (“LIM”) or (ii) a shell Wholly Owned Subsidiary of LIM; provided that the Company Borrower shall be the surviving corporation or (y) the Capital Stock of the Borrower or, following the Holdings Accession Date, Holdings or any of its parent companies, may be contributed to LIM (but if the Borrower’s Capital Stock shall be so contributed, there shall be a U.S. Person or U.S. Persons that only have de minimis assets and liabilities (other than a Canadian Holding Companythe Capital Stock of the Borrower or assets and liabilities that such Persons could otherwise have under Section 7.15(b)) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary and that is are a Wholly Owned Subsidiary or Wholly Owned Subsidiaries of LIM of which the Borrower shall be a Wholly Owned Subsidiary and which shall act as Holdings hereunder and in connection therewith, the Borrower shall deliver such legal opinions, documents and certificates as to such Person as the Administrative Agent reasonably requests); provided further that, on a Pro Forma Basis, as of the Company last day of the most recent Calculation Period (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose if the last date of any or all of its assets (upon voluntary liquidation or otherwise) such Calculation Period is prior to any other Subsidiary that is not a Loan Party; (e) any mergerthe first Test Date, consolidation or amalgamation consummated to effect a Permitted Acquisition the levels under Section 7.1 for the Financial Condition Covenants for such first Test Date shall be permitted; (fdeemed to apply for this purpose) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution Borrower is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationcompliance with each Financial Condition Covenant.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that that, Borrower shall be the Company continuing or surviving corporation) or with or into any Wholly-Owned Subsidiary Guarantor (provided that, such Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Subsidiary in each case so long as Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Wholly-Owned Subsidiary Guarantor shall would be the continuing deemed Solvent as a result of such merger or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconsolidation; (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) (i) to the Company Borrower or any other Wholly-Owned Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and Guarantor or (ii) if to any other Person pursuant to a transaction permitted by Section 6.5; (c) Borrower may Dispose of assets (but not all or substantially all of the assets of its assets) to any Wholly-Owned Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedGuarantor; (d) any Foreign Subsidiary may liquidate, wind up or dissolve itself (ior suffer any liquidation or dissolution) any Canadian Subsidiary or may be merged or consolidated with or into, or may dispose of the Company (other than a Canadian Holding Company) may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to to, any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan PartyForeign Subsidiary; (e) any merger, consolidation Restricted Subsidiary may merge or amalgamation consummated consolidate with Persons acquired pursuant to effect a Permitted Acquisition shall be permitted;Acquisition; and (f) any Dormant Subsidiary or any Subsidiary during the period that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution UA Pass-Through Certificates Restriction is in the best interests effect, any UA Subsidiary may be merged or consolidated with or into, and may dispose of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationall or substantially all of its assets to, Wholly-Owned Subsidiaries that are UA Subsidiaries.

Limitation on Fundamental Changes. Enter into any mergerMerge, consolidation consolidate or amalgamationamalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of (other than the granting of a Lien permitted by Section 6.2) all or substantially all of its Property or business, except thatexcept: (a) that any Subsidiary of the Company Borrower or any Person in connection with a Permitted Acquisition may be merged, consolidated, amalgamated, dissolved amalgamated or liquidated consolidated (i) with or into (i) the Company Borrower (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Personentity); (ii) with or (iii) into any other Subsidiary (other than a Subsidiary Borrower) Guarantor (provided that if any (x) such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)entity or (y) simultaneously with, so long asor promptly after the consummation of, in any such casetransaction, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Personentity shall become a Subsidiary Guarantor organized in a jurisdiction reasonably acceptable to the Administrative Agent); or (iii) unless such Person is the Borrower or a Subsidiary Guarantor, with or into any Subsidiary of the Borrower (other than a Subsidiary Guarantor) (provided that after giving effect to such transaction the continuing or surviving entity shall remain in full force and effect and perfected (to at least a Subsidiary of the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenBorrower); 1 Note: pending receipt of requested segment financial information; FL construct under consideration. (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company Guarantor may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted Guarantor (or to a Subsidiary that becomes a Subsidiary Guarantor organized in a jurisdiction reasonably acceptable to the Administrative Agent for simultaneously with, or promptly after the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to consummation of, such transfertransaction) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrowera Subsidiary Guarantor) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersSubsidiary; and (gc) the Mexican Reorganizationin connection with any Disposition permitted by Section 6.4.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (a) any Person may be merged or consolidated with or into the Company or any Person (other than the Company) may be merged or consolidated with or into any one or more Subsidiaries of the Company; provided that (i) the Subsidiary or Subsidiaries of the Company shall be the continuing or surviving entity (or, if not the survivor, the surviving entity, simultaneously with such merger or consolidation, shall become a Subsidiary), (ii) if such Person is not a Subsidiary of the Company, such transaction must not effect an acquisition not permitted under subsection 8.9, (iii) in each instance involving the Company, the Company shall be the continuing or surviving entity, and (iv) in each instance involving a Guarantor or a Designated Borrower, either the Guarantor or the Designated Borrower shall be the continuing or surviving entity, or the continuing or surviving entity shall become a Guarantor or a Designated Borrower hereunder and otherwise comply with all applicable terms of subsection 7.9 at the time of such merger or consolidation; (b) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, Person in any such case, any security interests granted order to the Administrative Agent for the benefit of the Secured Parties effect an acquisition permitted pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takensubsection 8.9; (bc) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company Guarantor may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other another Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Companyany Subsidiary Guarantor) may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company, any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company or any Subsidiary Guarantor; (other than a Canadian Holding Company) and (iid) any Subsidiary that is not a Loan Party of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve under applicable corporate statutes if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (ge) the Mexican Reorganizationas expressly permitted by subsection 8.6.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except thatbusiness except: (a) (i) any Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Personcorporation) or an entity that will become a Subsidiary Guarantor following a Permitted Acquisition and (ii) any other Foreign Restricted Subsidiary (other than a Foreign Subsidiary BorrowerGuarantor) that is may be merged or consolidated with or into a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) Guarantor (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a the Subsidiary Guarantor shall be the continuing or surviving Personcorporation); (i) any Restricted Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of Guarantor in which the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement Borrower has an equal or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any higher direct or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) indirect ownership percentage and (ii) any Restricted Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Restricted Subsidiary that is not a Loan Party; (e) any merger, consolidation Party in which the Borrower has an equal or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary higher direct or indirect ownership percentage or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersGuarantor; and (gc) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary (provided that (1) if any such Foreign Subsidiary is a Wholly-Owned Foreign Subsidiary, a Wholly-Owned Foreign Subsidiary shall be the Mexican Reorganizationcontinuing or surviving corporation, and (2) any such Foreign Subsidiary is not an Excluded Subsidiary, the continuing or surviving corporation shall not be an Excluded Subsidiary); and (d) to the extent permitted by Section 7.5.

Limitation on Fundamental Changes. Enter into any merger, acquisition, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate or Dispose of (whether in one transaction or in a Division series of transactions) all or substantially all of its Property or business (whether now owned or hereafter acquired), except that: (i) any Restricted Subsidiary (other than a Borrower) may be merged, amalgamated or consolidated with or into any Domestic Subsidiary Guarantor (provided that a Domestic Subsidiary Guarantor shall be the continuing or surviving Person or simultaneously with such merger, amalgamation or consolidation, the continuing or surviving Person shall become a Domestic Subsidiary Guarantor and the US Borrower shall comply with Section 5.12 in connection therewith) and (ii) any Foreign Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Foreign Loan Party (provided that (A) a Foreign Loan Party shall be the continuing or surviving Person or simultaneously with such merger, amalgamation or consolidation, the continuing or surviving Person shall become a Foreign Subsidiary Guarantor and the US Borrower shall comply with Section 5.12 in connection therewith, (B) if such merger, amalgamation or consolidation involves the Canadian Borrower or the UK Borrower, then the Canadian Borrower or the UK Borrower, as the Dividing Personcase may be, shall be the continuing or surviving Person and (C) the Canadian Borrower shall not be merged, amalgamated or consolidated with or into the UK Borrower, and the UK Borrower shall not be merged, amalgamated or consolidated with or into the Canadian Borrower); (i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any Domestic Restricted Subsidiary that is not a Loan Party and (ii) any Foreign Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any Foreign Restricted Subsidiary that is not a Loan Party; (i) any Restricted Subsidiary (other than a Borrower) may Dispose of all or substantially all of its Property assets (upon voluntary liquidation, dissolution, winding-up or business, except that: (aotherwise) to any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), Domestic Loan Party and (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Foreign Restricted Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Foreign Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedParty; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Restricted Subsidiary that is not a Loan Party may Dispose of any all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to any Domestic Restricted Subsidiary that is not a Loan Party and (ii) any Foreign Restricted Subsidiary that is not a Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Foreign Restricted Subsidiary that is not a Loan Party; (e) any Disposition permitted by Section 6.04 and any merger, consolidation amalgamation, consolidation, dissolution, liquidation, investment or amalgamation consummated Disposition the purpose of which is to effect a Permitted Acquisition shall Disposition permitted by Section 6.04 may be permittedconsummated; (f) the US Borrower and any Dormant Wholly Owned Restricted Subsidiary may consummate a Permitted Acquisition; (g) so long as no Default or Event of Default exists or would result therefrom, the US Borrower may merge, amalgamate or consolidate with any other Person; provided that (i) the US Borrower shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the US Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the US Borrower under this Agreement and the other Loan Documents to which the US Borrower is a party pursuant to a supplement hereto or thereto reasonably satisfactory to the Administrative Agent, (C) each Domestic Subsidiary Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee under the Guarantee and Collateral Agreement shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Domestic Subsidiary Guarantor, unless it is the Successor Company, shall have, by a supplement to the Guarantee and Collateral Agreement and other applicable Security Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents and (E) the US 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 and such supplement to this Agreement or any Security Document preserves the enforceability of this Agreement, the Guarantee and Collateral Agreement and the other applicable Security Documents and the perfection of the Liens under such Security Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the US Borrower under this Agreement and the other Loan Documents; and (h) any Restricted Subsidiary that is an inactive Subsidiary or has assets of less (other than $1,000,000 may, in each case, a Borrower) may liquidate or dissolve (i) if the Company US Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Company US Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders; and Lenders and (gii) if such Restricted Subsidiary is a Loan Party, if any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with this Section 6.03 and Section 6.04 or, in the Mexican Reorganizationcase of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, (A) in the case of a Restricted Subsidiary that is Domestic Subsidiary Guarantor, a Domestic Loan Party, (B) in the case of a Restricted Subsidiary that is a Foreign Subsidiary Guarantor, a Loan Party, (C) in the case of a Domestic Restricted Subsidiary that is not a Loan Party, the US Borrower or any other Domestic Restricted Subsidiary and (D) in the case of a Foreign Restricted Subsidiary that is not a Loan Party, the US Borrower or any other Restricted Subsidiary, in each case after giving effect to such liquidation or dissolution.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company Borrower (other than the Receivables Subsidiary) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be (i) the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain become a Subsidiary Guarantor and the Borrower shall comply with Section 6.10 in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith); (b) any Foreign Subsidiary of the Company organized in a given jurisdiction Borrower (other than a Canadian Holding Companythe Receivables Subsidiary) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedGuarantor; (d) (ic) any Canadian Non-Guarantor Subsidiary of the Company (may merge with any other than a Canadian Holding Company) Non-Guarantor Subsidiary, and may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that Subsidiary; and (d) the Borrower may Dispose of Fluid Sciences (which is a Wholly Owned Subsidiary reporting segment of the Company (other than a Canadian Holding Company) and (ii) any Borrower on the date hereof), as permitted by Section 7.5(e). For the avoidance of doubt, the Receivables Subsidiary that is may not a Loan Party may merge with, or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to to, any other Subsidiary that is not a Loan Party; Person, other than (ei) Dispositions permitted under Section 7.5(f) or (ii) in connection with the termination of any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or receivables facility when no Event of Default has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company occurred and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationcontinuing.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamationamalgamation (other than the LOPI Merger consummated on the terms set forth in the Merger Agreement) as a constituent party, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thator make any material change in its present method of conducting business except: (ai) any Subsidiary of the Company Borrower (including a Foreign Subsidiary) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into the Borrower (i) the Company (provided PROVIDED that the Company Borrower shall be the continuing or surviving corporation), ) or with or into any one or more Wholly-Owned Subsidiaries which are Domestic Subsidiaries (ii) any PROVIDED that such Wholly-Owned Subsidiary Borrower (provided that a Subsidiary Borrower or Subsidiaries shall be the continuing or surviving Person) or and (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (bii) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into any one or more Wholly-Owned Subsidiaries which are Foreign Subsidiaries (i) any Foreign Subsidiary Borrower (provided PROVIDED that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly such Wholly-Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor or Subsidiaries shall be the continuing or surviving Person); (i) any Wholly-Owned Subsidiary (including a Wholly-Owned Subsidiary which is a Foreign Subsidiary) of the Company Borrower may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Wholly-Owned Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that which is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Wholly-Owned Subsidiary of the Company (other than Borrower which is a Canadian Holding Company) Foreign Subsidiary may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Wholly-Owned Subsidiary that which is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersForeign Subsidiary; and (gc) any Wholly-Owned Subsidiary may be merged or consolidated with any Person acquired in connection with a Permitted Business Acquisition, which acquisition complies with subsection 8.8(g) and is made in the Mexican Reorganizationordinary course of the Oil and Gas Business, PROVIDED that such Wholly-Owned Subsidiary shall be the continuing or surviving Person.

Limitation on Fundamental Changes. Enter into any merger, --------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except thatbusiness except: (a) any Domestic Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (provided that the Company shall be -------- the continuing or surviving corporation), (ii) or with or into any Wholly Owned Subsidiary Borrower Guarantor which is a Domestic Subsidiary (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a -------- Wholly Owned Subsidiary Guarantor shall be the continuing or surviving Personcorporation), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Domestic Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Wholly Owned Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that Guarantor which is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (ic) any Canadian Foreign Subsidiary of the Company (other than a Canadian Holding Companyany Borrowing Subsidiary) may be merged or consolidated with or into, or may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, any other Foreign Subsidiary of the Company; provided that the Administrative -------- Agent shall not be required to release any security interests in assets thereof, except in connection with the simultaneous grant by the surviving entity to the Administrative Agent of security interests in the same assets; and (d) any Borrowing Subsidiary may (i) be merged or consolidated with or into any other Borrowing Subsidiary or any other Foreign Subsidiary (provided that, in the case of a merger or consolidation with or into a -------- Foreign Subsidiary which is not a Borrowing Subsidiary, the Borrowing Subsidiary shall be the surviving entity thereof) or (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Borrowing Subsidiary that is a or to any Wholly Owned Subsidiary Guarantor which is a Foreign Subsidiary; provided that none of the Company events described in this paragraph (other than a Canadian Holding Companyd) shall have the effect of reducing the collateral security and (ii) credit support provided on account of amounts owing under any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican ReorganizationFacility hereunder.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or assets, or make any material change in its present method of conducting business, except thatexcept: (a) any Subsidiary of the Company (other than (x) a Borrower or (y) prior to the Term Loan Repayment Date, AcquisitionCo or any of its Subsidiaries) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (provided PROVIDED that the Company shall be the continuing or surviving corporation), ) or with or into any one or more Wholly-owned 100 Subsidiaries of the Company (ii) any PROVIDED that the Wholly-owned Subsidiary Borrower (provided that a Subsidiary Borrower or Subsidiaries shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Personcorporation), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Wholly-owned Subsidiary (other than a Foreign Subsidiary Borrowerthan, prior to the Term Loan Repayment Date, AcquisitionCo or any of its Subsidiaries) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantormay sell, a Subsidiary Guarantor shall be the continuing lease, transfer or surviving Person); (i) any Subsidiary of the Company may Dispose otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Wholly-owned Subsidiary of the Company, so long as ; and (c) any security interests granted to the Administrative Agent for the benefit Subsidiary of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected AcquisitionCo (to at least the same extent as in effect immediately prior to such transferother than a Borrower) and all actions required to maintain said perfected status have been taken; provided may (i) be merged or consolidated with or into AcquisitionCo (PROVIDED that (x) subject to the following clause (y), any such Disposition made by a Loan Party AcquisitionCo shall be made to another Loan Party and the continuing or surviving corporation) or with or into any one or more Wholly-owned Subsidiaries of AcquisitionCo (yPROVIDED that the Wholly-owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement sell, lease, transfer or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to AcquisitionCo or any other Canadian Subsidiary that is a Wholly Owned Wholly-owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican ReorganizationAcquisitionCo.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all a substantial part of its Property or business, except thatbusiness except: (a) any Subsidiary of the Company Parent Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Parent Borrower (provided that the Company Parent Borrower shall be the continuing or surviving corporation), (ii) any Wholly-Owned Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any corporation) or an entity that will become a Wholly-Owned Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenGuarantor following a Permitted Business Acquisition; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Parent Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Parent Borrower or any other Wholly-Owned Subsidiary Guarantor; (c) any Foreign Subsidiary of the Company, so long as Parent Borrower may be merged or consolidated with or into any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected other Foreign Subsidiary (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or either such Subsidiary is a Dormant Wholly-Owned Foreign Subsidiary, such Wholly-Owned Foreign Subsidiary may shall be dissolvedthe continuing or surviving corporation); (d) (i) any Canadian Foreign Subsidiary of the Company (other than a Canadian Holding Company) Parent Borrower may Dispose dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Wholly-Owned Foreign Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party;Parent Borrower; and (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationextent permitted by Section 7.5.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Solvent Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation) or with or into any Guarantor which is a Wholly Owned Subsidiary of the Borrower (provided that such Guarantor shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation liquidation, dissolution, winding up or otherwise) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that Guarantor which is a Wholly Owned Subsidiary of the Company Borrower; (c) the Borrower or any Restricted Subsidiary thereof may merge with any Person in connection with a Permitted Acquisition; provided that if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and, if such transaction involves any Subsidiary of the Borrower, the surviving corporation must be or become a Subsidiary Guarantor; and (d) any Excluded Foreign Subsidiary (i) may be merged with or consolidated with or into any other Excluded Foreign Subsidiary; provided that the ownership interest of the Borrower in the surviving Subsidiary is no less than a Canadian Holding Company) the Borrower’s ownership interest in the merged Subsidiary and (ii) any Subsidiary that is not a Loan Party may Dispose transfer assets of any or all of its assets (upon voluntary liquidation or otherwise) reasonably equivalent value to any other Subsidiary that is not a Loan Party;Excluded Foreign Subsidiary. (e) any merger, consolidation Immaterial Subsidiary (i) may be merged with or amalgamation consummated to effect a Permitted Acquisition shall be permitted; consolidated with or into any other Immaterial Subsidiary; provided that the ownership interest of the Borrower in the surviving Subsidiary is no less than the Borrower’s ownership interest in the merged Subsidiary and (fii) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has may transfer assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous reasonably equivalent value to the Lenders; and (g) the Mexican Reorganizationany other Immaterial Subsidiary.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Domestic Subsidiary of the Company that is a Guarantor may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into the Borrower (i) the Company (provided provided, that the Company Borrower shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) with or into any other Domestic Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary GuarantorWholly Owned Guarantor (provided, a Subsidiary that (i) the Wholly Owned Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain become a Domestic Subsidiary that is a Wholly Owned Guarantor and the Borrower shall comply with Section 6.10 in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith); (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a the Canadian Holding CompanyBorrower) may (i) be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (provided, that a Canadian Subsidiary may only merge or be consolidated with or into a Domestic Subsidiary or another Canadian Subsidiary) and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other than a Foreign Subsidiary Borrower) (provided, that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if Subsidiary may only Dispose of any such Foreign or all of its assets to a Domestic Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Personanother Canadian Subsidiary); (ic) any Subsidiary of the Company US Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company US Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedGuarantor; (d) (i) any Canadian Excluded Domestic Subsidiary of may be merged or consolidated with or into another Excluded Domestic Subsidiary or the Company (other than a Canadian Holding Company) US Borrower or any Guarantor, and any Excluded Domestic Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Excluded Domestic Subsidiary, the US Borrower or any Guarantor; (e) any Finance Company may (i) Dispose of all or substantially all of its assets consisting of Eligible Vehicles or in the ordinary course of business and Dispose of its other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and assets or (ii) any Subsidiary wind up or dissolve if the US Borrower determines that such Finance Company is not a Loan Party no longer necessary to finance Eligible Vehicles; and (f) the US Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests holding company of the Company and is not materially disadvantageous US Borrower, so long as such holding company assumes all of the US Borrower’s obligations under the Loan Documents pursuant to such documents as the Administrative Agent deems necessary or desirable, including an amendment to the Lenders; and (g) the Mexican ReorganizationGuarantee and Collateral Agreement.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that that, Borrower shall be the Company continuing or surviving corporation) or with or into any Subsidiary Guarantor (provided that, such Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Subsidiary in each case so long as Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Wholly-Owned Subsidiary Guarantor shall would be the continuing deemed Solvent as a result of such merger or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconsolidation; (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) (i) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and Guarantor or (ii) if to any other Person pursuant to a transaction permitted by Section 6.5; (c) Borrower may Dispose of assets (but not all or substantially all of the assets of its assets) to any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedGuarantor; (d) any Foreign Subsidiary may liquidate, wind up or dissolve itself (ior suffer any liquidation or dissolution) any Canadian Subsidiary or may be merged or consolidated with or into, or may dispose of the Company (other than a Canadian Holding Company) may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to to, any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan PartyForeign Subsidiary; (e) any merger, consolidation Restricted Subsidiary may merge or amalgamation consummated consolidate with Persons acquired pursuant to effect a Permitted Acquisition shall be permitted;Acquisition; and (f) any Dormant Subsidiary or any Subsidiary during the period that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution UA Pass-Through Certificates Restriction is in the best interests effect, any UA Subsidiary may be merged or consolidated with or into, and may dispose of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationall or substantially all of its assets to, Wholly-Owned Subsidiaries that are UA Subsidiaries.

Limitation on Fundamental Changes. Enter The Borrower shall not, and each of WTI, LP and the Borrower shall not permit any of the Borrower's Subsidiaries to, directly or indirectly, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Solvent Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Solvent Immaterial Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any Foreign other Immaterial Subsidiary Borrower (provided that if either of such Immaterial Subsidiaries is a Foreign Subsidiary Borrower shall be Guarantor, the continuing or surviving Person) or corporation shall be a Guarantor); (iic) any other Foreign Solvent Subsidiary (other than a Foreign Subsidiary Borrower) that is not a Wholly Owned Domestic Subsidiary of the Company organized in such jurisdiction (may be merged or consolidated with or into any other than Subsidiary that is not a Canadian Holding Company) Domestic Subsidiary (provided that if any either of such Foreign Subsidiary non-Domestic Subsidiaries is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Personcorporation shall be a Guarantor); (id) any Subsidiary of the Company Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedGuarantor; (d) (ie) any Canadian Immaterial Subsidiary may dispose of the Company (other than a Canadian Holding Company) may Dispose of all or any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Immaterial Subsidiary (provided that if such Immaterial Subsidiary is a Guarantor, it shall only dispose of such assets to another Immaterial Subsidiary that is a Wholly Owned Subsidiary of the Company Guarantor); and (other than a Canadian Holding Company) and (iif) any Subsidiary that is not a Loan Party Domestic Subsidiary may Dispose dispose of all or any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; Domestic Subsidiary (e) any mergerprovided that if such non-Domestic Subsidiary is a Guarantor, consolidation or amalgamation consummated it shall only dispose of such assets to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any another non-Domestic Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationa Guarantor).

Limitation on Fundamental Changes. Enter (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of its Property the Borrower and the Subsidiaries on a consolidated basis (whether now owned or businesshereafter acquired), or, in the case of any Loan Party, liquidate or dissolve, except that: , if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (ai) any Subsidiary of may merge into the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) Borrower in a transaction in which the Company (provided that Borrower is the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Subsidiary Borrower shall be the continuing or surviving Person) or Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any other Subsidiary (other than permitted asset disposition involving the sale of a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be mergedeffected by a merger of such Subsidiary, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (iiv) any Subsidiary of the Company may Dispose of any sell, transfer, lease or all otherwise dispose of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of the Companyto another Subsidiary; provided, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided however, that (xA) subject to the following clause (y)no Guarantor may sell, any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement transfer, lease or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all otherwise dispose of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) Non-Guarantor except as permitted pursuant to Section 6.07, and (iiB) after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, and (v) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Company Borrower and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.06 regarding

Limitation on Fundamental Changes. Enter The Borrower will not, and will not permit any of its Subsidiaries to: (a) other than in order to consummate a Permitted Acquisition, or a sale or other disposition of a Subsidiary of a Borrower permitted by Section 10.4, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests other than mergers, consolidations and reorganizations (i) between Guarantors, (ii) between the Borrower and any of its Subsidiaries, provided that the Borrower is the surviving entity of such merger, consolidation or amalgamationreorganization, (iii) between non-Credit Parties, and (iv) between a Guarantor and a non-Credit Party; provided that the Guarantor is the surviving entity of such merger, consolidation or reorganization. (b) liquidate, wind up up, or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into for (i) the Company (provided that liquidation or dissolution of non-operating Subsidiaries of the Company shall be the continuing or surviving corporation)Borrower with no material assets and no material liabilities, (ii) the liquidation or dissolution of a Credit Party (other the Borrower) or any of the Borrower’s Wholly-Owned Subsidiaries so long as all of the assets (including any interest in any Equity Interest) of such liquidating or dissolving Credit Party or Subsidiary Borrower (provided are transferred to a Credit Party that a Subsidiary Borrower shall be the continuing is not liquidating or surviving Person) dissolving, or (iii) any other Subsidiary (other than the liquidation or dissolution of a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary Borrower that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, Credit Party so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transferA) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any such liquidating or dissolving Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is transferred to a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary Borrower that is not liquidating or dissolving and (B) if all or any portion of the Equity Interests of the liquidating or dissolving Subsidiary are subject to a Wholly Owned Lien in favor of the Collateral Agent, the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of the Company Borrower the Equity Interests of which are subject to a Lien in favor of the Collateral Agent (other than subject to exceptions and limitations contained in the Credit Documents with respect to Foreign Subsidiaries), or (c) suspend or discontinue a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose substantial portion of any material line of business of the Borrower and its Subsidiaries, taken as a whole, except as permitted pursuant to clauses (a) or all (b) above or in connection with the transactions permitted pursuant to Section 10.4; provided, however, that the foregoing requirement shall not apply to temporary suspensions of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is operations in the best interests ordinary course of the Company and is not materially disadvantageous business or in response to the Lenders; and (g) the Mexican Reorganizationoccurrence of any force majeure events.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except thatbusiness except: (a) any Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding CompanyPanavision Europe Limited, Panavision NZ and Panavision Canada Holdings) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)Subsidiary; (ic) any Subsidiary of the Company Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Wholly Owned Subsidiary of the CompanyGuarantor and, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to event such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if so Dispose of all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiaryits assets, such Subsidiary may be dissolvedliquidate, wind up or dissolve; (d) the Recapitalization; (ie) any Canadian Foreign Subsidiary of the Company (other than a Canadian Holding CompanyPanavision Europe Limited, Panavision NZ and Panavision Canada Holdings) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Foreign Subsidiary that is a Wholly Owned and, in the event such Foreign Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may shall so Dispose of any or all of its assets (upon voluntary liquidation assets, such Foreign Subsidiary may liquidate, wind up or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted;dissolve; and (f) any Dormant Subsidiary or any Foreign Subsidiary that is an inactive Subsidiary does not have any assets or has assets of less than $1,000,000 mayProperty may liquidate, in each case, liquidate wind up or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationdissolve.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (a) any Subsidiary of the Company Person may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into the Borrower or any Person (other than the Borrower) may be merged or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) the Company (provided that Subsidiary or Subsidiaries of the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Personentity (or, if not the survivor, the surviving entity, simultaneously with such merger or consolidation, shall become a Subsidiary), (ii) or if such Person is not a Subsidiary of the Borrower, such transaction must not effect an acquisition not permitted under subsection 8.9, (iii) any other Subsidiary in each instance involving the Borrower, the Borrower shall be the continuing or surviving entity, and (other than iv) in each instance involving a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary either the Guarantor shall be the continuing or surviving Person)entity, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not or the continuing or surviving Person) entity shall remain in full force become a Guarantor hereunder and effect and perfected (to otherwise comply with all applicable terms of subsection 7.9 at least the same extent as in effect immediately prior to time of such transfer) and all actions required to maintain said perfected status have been takenmerger or consolidation; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized Person in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)order to effect an acquisition permitted pursuant to Section 8.9; (c) (i) any Subsidiary of the Company Guarantor may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other another Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all any Subsidiary of the assets of any Subsidiary Borrower (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such any Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding CompanyGuarantor) may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company Borrower or any Subsidiary Guarantor; (other than a Canadian Holding Company) and (iid) any Subsidiary that is not a Loan Party of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve under applicable corporate statutes if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; and (ge) the Mexican Reorganization.as expressly permitted by subsection 8.6;

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (ai) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower of the Company may be merged, consolidated or amalgamated with or into a Subsidiary Guarantor (provided that a Subsidiary Guarantor shall be a continuing or surviving corporation or, if such Subsidiary is the Canadian Borrower, that the Canadian Borrower shall be the continuing or surviving Person) or corporation), and (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents Company (other than the pledge of Capital Stock of any Canadian Borrower) that is not a Subsidiary Guarantor may be merged, consolidated or amalgamated with or into another Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary may sell, lease, transfer or otherwise dispose of the Company may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by Canadian Borrower or a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than the Canadian Borrower) that is not a Canadian Holding Company) Subsidiary Guarantor may Dispose sell, lease, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any another Subsidiary that is not a Loan Party Subsidiary Guarantor; provided that, subject to clauses (d) and (e) below, prior to the consummation of the Noma Restructurings, a Subsidiary of the Canadian Borrower may Dispose only sell, lease, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other the Canadian Borrower or a Canadian Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersGuarantor; and (gc) in order to consummate an acquisition permitted by subsection 7.10(f), the Company or a Subsidiary may be merged with the acquired company as long as the surviving company is (i) the Mexican ReorganizationCompany (if the Company consummates any such transaction), the Canadian Borrower (if the Canadian Borrower consummates any such transaction) or a Subsidiary Guarantor (if a Subsidiary Guarantor consummates any such transaction) or (ii) otherwise, a Subsidiary of the Company.

Limitation on Fundamental Changes. Enter into (a) The Parent Borrower will not consolidate with or merge with or into, or convey, lease or otherwise transfer all or substantially all its assets to, any mergerPerson, 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 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 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 OpCo Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the OpCo 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 amalgamationmerger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged or liquidateterminated in connection with such transaction); (v) each Subsidiary Guarantor (other than (x) 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 Guarantee and Collateral Agreement or another document or instrument affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (iv) above; (vi) 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 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 Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (iv); and (vii) the Borrower Representative will have delivered to the Administrative Agent a certificate signed by a Responsible Officer and a legal opinion, wind up each to the effect that such consolidation, merger or dissolve itself 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(d). (b) Any Indebtedness that becomes an obligation of the Parent Borrower (or, if applicable, any Successor Borrower with respect thereto) or any Restricted Subsidiary (or suffer that is deemed to be Incurred by any liquidation or dissolution)Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Subsection 8.7, consummate and 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 Parent Borrower in accordance with Subsection 8.7(a) in which the Parent Borrower is not the Successor Borrower, the Successor Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Parent Borrower under the Loan Documents, and thereafter the predecessor Parent Borrower shall be relieved of all obligations and covenants under the Loan Documents, except that the predecessor Parent Borrower in the case of a Division as the Dividing Person, or Dispose lease of all or substantially all its assets will not be released from the obligation to pay the principal of its Property or business, except that:and interest on the Term Loans. (ad) Clauses (ii) and (iii) of Subsection 8.7(a) will not apply to any transaction in which the Parent 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 Parent Borrower in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into Parent Borrower so long as all assets of the Parent Borrower and the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. Subsection 8.7(a) will not apply to (i) any transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Company (provided that the Company shall be the continuing or surviving corporation)Parent Borrower, (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) Transactions or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantortransaction in which the Parent Borrower consolidates with, a Subsidiary Guarantor shall be the continuing merges into or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing transfers all or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all part of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary OpCo Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.

Limitation on Fundamental Changes. Enter into Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personitself, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit no Event of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force Default has occurred and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that is continuing, (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated or other transaction the sole purpose of which is to effect (i) reincorporate or reorganize the Initial Borrower in any State of the United States or reincorporate or reorganize any other Group Member in a Permitted Acquisition Qualified Jurisdiction or (ii) change the form of entity shall be permittedpermitted and (y) any Restricted Subsidiary of Mid-Holdings may be merged, consolidated or amalgamated with or into any other Restricted Subsidiary of Mid-Holdings; provided, that, in each case of clauses (x) and (y), (A) in the case of any merger, consolidation or amalgamation involving the Initial Borrower, the Initial Borrower shall be the continuing, surviving or resulting entity and the Capital Stock of the Initial Borrower shall remain Pledged Capital Stock (as defined in the Guarantee and Collateral Agreement) and (B) in the case of any merger, consolidation or amalgamation involving one or more Subsidiary Guarantors or Additional Revolving Borrowers (and not the Initial Borrower), a Subsidiary Guarantor or Additional Revolving Borrower 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 or Additional Revolving Borrower and Mid-Holdings shall comply with Section 5.9 in connection therewith; (fb) any Dormant Restricted Subsidiary of Mid-Holdings (other than the Initial 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 Mid-Holdings, any 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 an inactive contemplated by, and occurs substantially simultaneously with, the Transactions; (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 Mid-Holdings shall comply with Section 5.9 in connection therewith; (i) any Restricted Subsidiary or has assets of less Mid-Holdings (other than $1,000,000 may, in each casethe Initial Borrower and any Excluded Subsidiary) may dissolve, liquidate or dissolve wind up its affairs at any time if the Company Mid-Holdings determines in good faith that such dissolution, liquidation or dissolution winding up is in the best interests interest of Holdings and the Company Group Members, and is not materially disadvantageous to the LendersLenders (as determined by Mid-Holdings in good faith) (provided, that in the case of any dissolution, liquidation or winding up of a Restricted Subsidiary that is a Subsidiary Guarantor or an Additional Revolving Borrower, such Subsidiary shall at or before the time of such dissolution, liquidation or winding up transfer its assets to Mid-Holdings, any Borrower or any Subsidiary Guarantor unless such Disposition of assets is permitted by Section 6.5), and (ii) any Excluded Subsidiary of Mid-Holdings 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 by Mid-Holdings in good faith); (g) so long as no Default exists or would result therefrom, Mid-Holdings may merge, amalgamate or consolidate with any other Person; provided, that (A) Mid-Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Mid-Holdings or is a Person into which Mid-Holdings has been liquidated (any such Person, “Successor Mid-Holdings”), (A) Successor Mid-Holdings shall be an entity organized or existing under the laws of a Qualified Jurisdiction, (B) Successor Mid-Holdings shall expressly assume all the obligations of Mid-Holdings under this Agreement and the other Loan Documents to which Mid-Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) Mid-Holdings shall have delivered to the Administrative Agent an officer’s certificate and, if requested by the Administrative Agent, an opinion of counsel, each stating that such merger, amalgamation or consolidation and such supplement to this Agreement or any Loan Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Mid-Holdings will succeed to, and be substituted for, Mid-Holdings under this Agreement; (h) a merger, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 6.5; and (gi) the Mexican ReorganizationPermitted English Business Sale, to the extent permitted under Section 6.5(j). Any transaction otherwise permitted by this Section 6.4 that results in any Subsidiary Guarantor or any Additional Revolving Borrower 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 subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by Mid-Holdings in good faith) of such Subsidiary Guarantor or Additional Revolving Borrower prior to giving effect to such transaction.

Limitation on Fundamental Changes. Enter 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 division, merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of of, all or substantially all of its Property business units, assets or businessother properties, except that: (a) any Subsidiary of the Company Borrower or any other Person may be merged, consolidated, amalgamated, dissolved amalgamated or liquidated consolidated with or into (i) the Company (Borrower; provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Restricted Subsidiary of the Company organized in that is not a given jurisdiction Guarantor may (other than a Canadian Holding Companyi) may be mergedmerge, consolidated, amalgamated, dissolved amalgamate or liquidated consolidate with or into (i) any Foreign other Restricted Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or and (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower, a Guarantor or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected Restricted Subsidiary; (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (yc) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary and Guarantor, (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance merge, amalgamate or consolidate with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to into any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that which is not a Loan Party may Guarantor or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party;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 Guarantor; and (ed) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Restricted Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, may liquidate or dissolve if (i) the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; and Lenders and (gii) to the Mexican Reorganizationextent 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.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company US Borrower may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) the Company US Borrower (provided that the Company US Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Personcorporation), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Security Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company US Borrower organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company US Borrower organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company US Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company US Borrower or any other Subsidiary of the CompanyGuarantor, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Security Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary taken and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company US Borrower (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company US Borrower (other than a Canadian Holding Company); and (e) (i) the Acquisition and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (ai) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower of the Company may be merged, consolidated or amalgamated with or into a Subsidiary Guarantor or a Canadian Subsidiary Guarantor (provided that a Subsidiary Borrower shall be the continuing Guarantor or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Canadian Subsidiary Guarantor shall be the continuing or surviving Person)corporation or, so long asif such Subsidiary is the Canadian Borrower, in any such case, any security interests granted to that the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Personcorporation) or and (iiiii) any other Foreign Subsidiary of the Company (other than a Foreign Subsidiary the Canadian Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, not a Subsidiary Guarantor shall or a Canadian Subsidiary Guarantor may be the continuing merged, consolidated or surviving Person)amalgamated with or into another Subsidiary that is not a Subsidiary Guarantor or a Canadian Subsidiary Guarantor; (i) any Subsidiary may sell, lease, transfer or otherwise dispose of the Company may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y)Canadian Borrower, any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by Subsidiary Guarantor or a Loan Party that is a Domestic Canadian Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than the Canadian Borrower) that is not a Subsidiary Guarantor or a Canadian Holding Company) Subsidiary Guarantor may Dispose sell, lease, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any another Subsidiary that is not a Loan Party may Dispose of any Subsidiary Guarantor or all of its assets (upon voluntary liquidation or otherwise) to any other a Canadian Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersGuarantor; and (gc) in order to consummate an acquisition permitted by subsection 7.10(g), the Company or a Subsidiary may be merged with the acquired company as long as the surviving company is (i) the Mexican ReorganizationCompany (if the Company consummates any such transaction) or the Canadian Borrower (if the Canadian Borrower consummates any such transaction) or (ii) otherwise, a Subsidiary Guarantor or a Canadian Subsidiary Guarantor.

Limitation on Fundamental Changes. Enter (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of its Property the Borrower and the Subsidiaries on a consolidated basis (whether now owned or businesshereafter acquired), or, in the case of the Borrower or any Guarantor, liquidate or dissolve, except that: , if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (ai) any Subsidiary of may merge into the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) Borrower in a transaction in which the Company (provided that Borrower is the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that (provided that A) no Guarantor may merge into a Foreign Subsidiary Borrower shall be or an Excluded Subsidiary (unless prior to such merger, such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B) after giving effect to such transaction, the continuing or surviving Person) or Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any other permitted asset disposition and involving the sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; provided, however, that (A) no Guarantor may sell, transfer, lease or otherwise dispose of its assets to any Foreign Subsidiary or Excluded Subsidiary (other than unless prior to such sale, transfer, lease or disposition such Foreign Subsidiary or Excluded Subsidiary was also a Subsidiary BorrowerGuarantor), and (B) (provided that if any after giving effect to such transaction, the surviving Subsidiary is a Subsidiary Guarantor if either of such Subsidiaries was previously a Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents and (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (iv) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.06

Limitation on Fundamental Changes. Enter into any merger, --------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company either Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company such Borrower (provided that the Company such Borrower shall be the -------- continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any Subsidiary party to such Subsidiary merger or consolidation is a -------- Subsidiary Guarantor or Canadian Subsidiary Guarantor, the surviving entity shall also be a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be as the continuing or surviving Personcase may be); (i) any Subsidiary of the Company either Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwiseincluding the Capital Stock of any Subsidiary) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) either Borrower may Dispose of any or all of its assets (including Capital Stock of any 108 other Subsidiary) (upon voluntary liquidation liquidation, dissolution or otherwise) to the U.S. Borrower and or any other Canadian Subsidiary that is a Wholly Owned Guarantor and any Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party Borrower may Dispose of any or all of its assets (including Capital Stock of any other Subsidiary) (upon voluntary liquidation liquidation, dissolution or otherwise) to the Canadian Borrower or any other Canadian Subsidiary that is not a Loan PartyGuarantor; (ec) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary either Borrower or any Subsidiary of either Borrower may merge with or consolidate with any Person in connection with any Permitted Acquisition, provided that (i) if a Borrower is an inactive a party thereto, such -------- Borrower is the surviving entity of such merger or consolidation and (ii) if a Subsidiary Guarantor or has assets Canadian Subsidiary Guarantor is a party thereto, the surviving entity of less than $1,000,000 maysuch merger or consolidation is a Subsidiary Guarantor or Canadian Subsidiary Guarantor, in each case, liquidate or dissolve if as the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenderscase may be; and (gd) the Mexican ReorganizationDispositions permitted under Section 11.5.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or businessbusiness (in one transaction or in a series of related transactions), except that: (a) (i) any Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into the Company (iprovided that the Company shall be the continuing or surviving entity) or any other Loan Party (provided that the continuing or surviving entity is (x) a Loan Party or (y) organized in the United States 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 transaction (provided that in the case of a merger or consolidation involving a Restricted Subsidiary Borrower, the surviving entity shall be a Borrower)) and (ii) any Restricted Subsidiary that is not a Restricted Subsidiary Guarantor may be merged or consolidated with or into any other Restricted Subsidiary which is not a Restricted 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 dissolution)) to any Loan Party or, in the case of any Restricted Subsidiary that is not a Restricted 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), (ii) with or into any Subsidiary Borrower other Loan Party (provided that a Subsidiary Borrower shall be the continuing or surviving Personcorporation of any such merger shall be (x) a Loan Party or (iiiy) any other Subsidiary (other than organized in the United States and shall be or shall promptly become a Subsidiary Borrower) Loan Party, and the Company shall comply with Section 6.08 in connection therewith (provided that if any such Subsidiary merging entity is a Restricted Subsidiary Guarantor, a Subsidiary Guarantor Borrower the surviving entity of any such merger shall be the continuing a Borrower) or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenRestricted Subsidiary; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved;and (d) (i) any Canadian Disposition of a Restricted Subsidiary of the Company (other than a Canadian Holding Company) permitted by Section 7.05 may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is made in the best interests form of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationa merger.

Limitation on Fundamental Changes. Enter into any reorganization, statutory arrangement, merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets of such Loan Party, except thatfor the following, in each case so long as, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing: (a) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (iw) the Company reorganization or statutory arrangement (provided that the Company shall be the continuing or surviving corporationnot involving any compromise of claims hereunder), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing merger, consolidation, amalgamation or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed into the U.S. Borrower in a transaction in which the U.S. Borrower is the surviving or resulting entity, (x) the reorganization or statutory arrangement (not involving any compromise of claims hereunder), merger, consolidation, amalgamation or liquidation of any Subsidiary of the Canadian Borrower into the Canadian Borrower in accordance a transaction in which the Canadian Borrower is the surviving or resulting entity, (y) the reorganization or statutory arrangement (not involving any compromise of claims hereunder), merger, consolidation, amalgamation or liquidation of any Subsidiary (other than any Borrower) into the MLP in a transaction in which the MLP is the surviving or resulting entity and (z) a Specified Transaction; (b) the reorganization or statutory arrangement (not involving any compromise of claims hereunder), merger, consolidation, amalgamation or liquidation of any Wholly-Owned Subsidiary (but excluding any Borrower) into or with this Agreement a Wholly-Owned Subsidiary or the reorganization or statutory arrangement (not involving any compromise of claims hereunder), merger, consolidation, amalgamation or liquidation of any Person into a Wholly-Owned Subsidiary (other than any Borrower) or pursuant to which such Person will become a Wholly-Owned Subsidiary (other than any Borrower) in a transaction in which the resulting or surviving entity is a Dormant SubsidiaryWholly-Owned Subsidiary (it being understood that if any Person involved is a Loan Party, such Subsidiary may the surviving entity shall be dissolveda Loan Party); (c) the conveyance, sale, lease, assignment, transfer or disposal of all, or substantially all, of the property, business or assets of a Loan Party to another Loan Party; (d) (i) any Canadian Subsidiary of the Company sales or other Dispositions permitted under Section 8.6 (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan PartySection 8.6(h)); (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall inactive Subsidiary (other than the Canadian Borrower) may be permitted;liquidated; and (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, the Approved Organizational Changes as contemplated in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican ReorganizationSection 11.30 hereof.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved consolidated or liquidated amalgamated with or into (i) the Company Borrower (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Personcorporation or, if an amalgamation has occurred, the resulting Person shall have delivered to the Administrative Agent such acknowledgements, Security Documents and legal opinions and shall have taken such other actions as are requested by the Administrative Agent to ensure that the amalgamated Person has granted the Administrative Agent, for the benefit of the Secured Parties, a perfected First Priority Lien in its present and after-acquired Property) or (iii) with or into any other Subsidiary (other than a Subsidiary Borrower) Guarantor (provided that if any (i) such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain become a Subsidiary Guarantor and the Borrower shall comply with Section 6.10 in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith); (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved consolidated or liquidated amalgamated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of to the Company organized in such jurisdiction (other than a Canadian Holding Company) (extent possible under applicable law); provided that if any such the Capital Stock of the Foreign Subsidiary being merged is a pledged pursuant to the Guarantee and Collateral Agreement or any Foreign Security Agreement, then the Capital Stock of the surviving Foreign Subsidiary Guarantor, a Subsidiary Guarantor shall also be the continuing or surviving Person)pledged thereunder; (c) any Subsidiary that is not a Guarantor may be merged, consolidated or amalgamated with or into any other Subsidiary that is not a Guarantor; and (d) (i) any Subsidiary of the Company Guarantor may Dispose of any or all of its assets (upon merger, consolidation, amalgamation, voluntary liquidation or otherwise) to the Company Borrower, Holdings or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all of the assets of any Foreign Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Foreign Subsidiary; provided that any Foreign Subsidiary that whose Capital Stock is a Wholly Owned Subsidiary of pledged pursuant to the Company (other than a Canadian Holding Company) Guarantee and (ii) Collateral Agreement or any Subsidiary that is not a Loan Party Foreign Security Agreement may only Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Foreign Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or whose Capital Stock has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationalso been pledged.

Limitation on Fundamental Changes. Enter into Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personitself, or Dispose of all or substantially all of its Property or business, except that: (a) so long as no Event of Default has occurred and is continuing, any Restricted Subsidiary of the Company US Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company US Borrower (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary US Borrower shall be the continuing or surviving Personentity) and any Restricted Subsidiary of the US Borrower may be merged, consolidated or (iii) amalgamated with or into any other Restricted Subsidiary (other than a Subsidiary Borrower) of the US Borrower (provided that if (i) in the case of any such merger or consolidation involving one or more Subsidiary is a Subsidiary GuarantorGuarantors, a Subsidiary Guarantor shall be the continuing continuing, surviving or resulting entity, (ii) simultaneously with such transaction, the continuing, surviving Person), so long as, or resulting entity shall become a Subsidiary Guarantor and the US Borrower shall comply with Section 5.9 in any such case, any security interests granted to connection therewith and (iii) in the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock case of any Subsidiary that is not merger or consolidation involving the continuing or surviving Person) shall remain in full force and effect and perfected (to at least Canadian Borrower, the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Personentity); (b) the US Borrower or any Restricted Subsidiary of the US Borrower may Dispose of all or substantially all of its Property or business, including by way of a merger, dissolution, liquidation or consolidation, (i) to the US Borrower or any other Loan Party or (ii) in the case of any other Restricted Subsidiary, pursuant to a Disposition permitted by Section 6.5; provided that all or substantially all of the Property or business of the Canadian Borrower may only be Disposed of pursuant to Section 6.5(j) in a transaction where (1) all obligations of the Canadian Borrower in respect of the Canadian Tranche Revolving Credit Loans are repaid in full and all Canadian Tranche Revolving Credit Commitments are terminated pursuant to the terms hereof and all outstanding Letters of Credit issued to the Canadian Borrower will be cash collateralized in a manner consistent with Section 2.7(j) or otherwise backed or replaced by another letter of credit in a manner reasonably satisfactory to the applicable Issuing Bank or (2) the US Borrower assumes in writing all obligations of the Canadian Borrower under this Agreement pursuant to a supplement hereto in form and substance reasonably satisfactory to the Administrative Agent; (c) any Foreign Subsidiary (other than a Foreign Subsidiary than, except as permitted by Section 6.4(a) or (b), the Canadian Borrower) may (i) be merged or consolidated or amalgamated with or into any other Foreign Subsidiary, or (ii) Dispose of all or substantially all of its assets to any other Foreign Subsidiary; (d) any merger or consolidation or other transaction the sole purpose of which is to (i) reincorporate or reorganize in another jurisdiction in the United States or (ii) change the form of entity shall be permitted; provided that, in the case of any such merger or consolidation involving (x) a Loan Party, a Loan Party is the surviving, continuing or resulting Person (or simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor) and in any such case the US Borrower shall comply with Section 5.9 in connection therewith or (y) the Canadian Borrower, the Canadian Borrower is the surviving, continuing or resulting Person; (e) any Domestic Subsidiary that is not a Wholly Owned Guarantor may (i) be merged or consolidated with or into any other Domestic Subsidiary that is not a Guarantor or (ii) Dispose of all or substantially of its assets to any other Domestic Subsidiary that is not a Guarantor; (f) 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 (x) a Loan Party, the surviving, continuing or resulting legal entity of such merger, consolidation or amalgamation is a Loan Party (or simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor) and the US Borrower shall comply with Section 5.9 in connection therewith or (y) the Canadian Borrower, the Canadian Borrower is the surviving, continuing or resulting Person; (i) any Restricted Subsidiary of the Company organized in such jurisdiction US Borrower (other than a an Excluded Subsidiary (including the Canadian Holding CompanyBorrower)) may dissolve, liquidate or wind up its affairs at any time if the US Borrower determines in good faith that such dissolution, liquidation or winding up is in the best interest of Holdings, the US Borrower and its Restricted Subsidiaries and not materially disadvantageous to the Lenders (as determined by the US Borrower in good faith) (provided that if in the case of any such Foreign dissolution, liquidation or winding up of a Restricted Subsidiary that is a Subsidiary Guarantor, a such Subsidiary shall at or before the time of such dissolution, liquidation or winding up transfer its assets to the US Borrower or another Subsidiary Guarantor unless such Disposition of assets is permitted by Section 6.5), and (ii) any Excluded Subsidiary of the US Borrower (other than the Canadian Borrower) 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 by the US Borrower in good faith); (h) so long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided that (A) Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, “Successor Holdings”);, (A) Successor Holdings 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, (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) the US Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Loan Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; and (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Companya merger, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y)dissolution, any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any mergerliquidation, consolidation or amalgamation consummated Disposition, the purpose of which is to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous Disposition permitted pursuant to the Lenders; and (g) the Mexican ReorganizationSection 6.5.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamationamalgamation as a constituent party, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thator make any material change in its present method of conducting business except: (ai) any Subsidiary of the Company Borrower (including a Foreign Subsidiary) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower one or more Wholly-Owned Subsidiaries which are Domestic Subsidiaries (provided that a such Wholly- Owned Subsidiary Borrower or Subsidiaries shall be the continuing or surviving Person) or and (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (bii) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any one or more Wholly-Owned Subsidiaries which are Foreign Subsidiary Borrower Subsidiaries (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly such Wholly-Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor or Subsidiaries shall be the continuing or surviving Person); (i) any Wholly-Owned Subsidiary (including a Wholly-Owned Subsidiary which is a Foreign Subsidiary) of the Company Borrower may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Wholly-Owned Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that which is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Wholly-Owned Subsidiary of the Company (other than Borrower which is a Canadian Holding Company) Foreign Subsidiary may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Wholly-Owned Subsidiary that which is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersForeign Subsidiary; and (gc) any Wholly-Owned Subsidiary may be merged or consolidated with any Person acquired in connection with a Permitted Business Acquisition, which acquisition complies with subsection 8.8(g) and is made in the Mexican Reorganizationordinary course of the Oil and Gas Business, provided that such Wholly-Owned Subsidiary shall be the continuing or surviving Person.

Limitation on Fundamental Changes. Enter The Borrower and the Parent GuarantorsGuarantor 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), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property business units, assets or businessother properties, except that: (ai) any Subsidiary of the Borrower or any other Person may be merged or consolidated with or into the Borrower; provided that the Borrower shall be the continuing or surviving entity; (ii) any Parent Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (Holdings; provided that Holdings shall be the 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 corporation), entity; (iib) any Subsidiary of the Borrower (or any other Person 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 Restricted Subsidiary Borrower shall be the continuing or surviving Personentity, and (ii) in the case of any merger, amalgamation or (iii) any other consolidation involving one or more Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary GuarantorGuarantors, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)entity; (i) any Restricted Subsidiary of the Company that is not a Subsidiary Guarantor may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower, a Subsidiary Guarantor or any other Restricted Subsidiary of the CompanyBorrower, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (ycompliance with Section 10.5(g) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of Borrower or any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Restricted Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is Persons (including by way of merger, in the case of a Wholly Owned Subsidiary 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 Company (other than business units, assets or properties of the Borrower and its Restricted Subsidiaries, taken as a Canadian Holding Company) whole, and (iiy) is in compliance with Section 10.4; (d) any Subsidiary that is not a Loan Party Guarantor may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary that is not a Loan PartyGuarantor; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Restricted Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, may liquidate or dissolve if (x) the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the LendersLenders and (y) to the extent such Restricted Subsidiary is a Credit Party, any assets or business 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, another Credit Party after giving effect to such liquidation or dissolution; (f) any Subsidiary of athe 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 athe Parent Guarantor (other than the Borrower) or athe Parent Guarantor; provided that athe 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 Mexican Reorganizationcontinuing 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 constituting an Investment, such Investment must be a permitted Investment in accordance with Section 10.5) or (ii) effect the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.19.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Restricted Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person(i) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain become a Subsidiary Guarantor and the Borrower shall comply with Section 6.10 in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith); (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any Restricted Subsidiary Guarantor; (c) any Immaterial Subsidiary of the Borrower (i) may be merged or consolidated with or into the Borrower or any other Immaterial Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Borrower and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) pro rata to its equity holders; (i) any other Canadian Subsidiary that is a Wholly Owned Foreign Subsidiary of the Company (Borrower may be merged or consolidated with or into any other than a Canadian Holding Company) Foreign Subsidiary of the Borrower; provided that if such merger or consolidation involves any Foreign Borrower, such Foreign Borrower shall be the continuing or surviving corporation and (ii) any Foreign Subsidiary that is not a Loan Party of the Borrower, other than any Foreign Borrower, may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) pro rata to any other Subsidiary that is not a Loan Partyits equity holders; (e) The Borrower or any merger, consolidation Restricted Subsidiary may consummate a Disposition of any other Restricted Subsidiary (excluding any Foreign Borrower) of the Borrower (or amalgamation consummated to effect a Permitted Acquisition shall be permitted;any Disposition of all or substantially all of the assets of such Restricted Subsidiary) otherwise permitted by Section 7.5(d); and (f) any Dormant Subsidiary The Borrower or any Restricted Subsidiary may consummate any Investment otherwise permitted by Section 7.8(h) or (m) by merger or consolidation, provided that if (i) such merger or consolidation involves the Borrower, the Borrower is an inactive the continuing or surviving corporation, (ii) if such merger or consolidation involves any Foreign Borrower, such Foreign Borrower is the continuing or surviving corporation and (iii) if such merger or consolidation involves a Subsidiary Guarantor, such Subsidiary Guarantor is the continuing or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous surviving corporation except to the Lenders; and (g) extent the Mexican ReorganizationBorrower could make an equivalent investment in a non-Guarantor pursuant to Section 7.8.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except thatbusiness except: (a) (i) any Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Personcorporation) or an entity that will become a Subsidiary Guarantor following a Permitted Acquisition and (ii) any other Foreign Restricted Subsidiary (other than a Foreign Subsidiary BorrowerGuarantor) that is may be merged or consolidated with or into a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) Guarantor (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a the Subsidiary Guarantor shall be the continuing or surviving Personcorporation); (i) any Restricted Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of Guarantor in which the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement Borrower has an equal or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any higher direct or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) indirect ownership percentage and (ii) any Restricted Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Restricted Subsidiary that is not a Loan Party; (e) any merger, consolidation Party in which the Borrower has an equal or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary higher direct or indirect ownership percentage or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersGuarantor; and (gc) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary (provided that (1) if any such Foreign Subsidiary is a Wholly-Owned Foreign Subsidiary, a Wholly-Owned Foreign Subsidiary shall be the Mexican Reorganizationcontinuing or surviving corporation, and (2) any such Foreign Subsidiary is not an Excluded Subsidiary, the continuing or surviving corporation shall not be an Excluded Subsidiary).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or businessbusiness (in one transaction or in a series of related transactions), except that: (a) (i) any Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into the Company (iprovided that the Company shall be the continuing or surviving entity) or any other Loan Party (provided that the continuing or surviving entity is (x) a Loan Party or (y) organized in the United States 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 transaction (provided that in the case of a merger or consolidation involving a Restricted Subsidiary Borrower, the surviving entity shall be a Borrower)) and (ii) any Restricted Subsidiary that is not a Restricted Subsidiary Guarantor may be merged or consolidated with or into any other Restricted Subsidiary which is not a Restricted 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 dissolution)) to any Loan Party or, in the case of any Restricted Subsidiary that is not a Restricted 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), (ii) with or into any Subsidiary Borrower other Loan Party (provided that a Subsidiary Borrower shall be the continuing or surviving Personcorporation of any such merger shall be (x) a Loan Party or (iiiy) any other Subsidiary (other than organized in the United States and shall be or shall promptly become a Subsidiary Borrower) Loan Party, and the Company shall comply with Section 6.08 in connection therewith (provided that if any such Subsidiary merging entity is a Restricted Subsidiary Guarantor, a Subsidiary Guarantor Borrower the surviving entity of any such merger shall be the continuing a Borrower) or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenRestricted Subsidiary; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved;and (d) (i) any Canadian Disposition of a Restricted Subsidiary permitted by Section 7.05 may be made in the form of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party;merger.; and (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous its Restricted Subsidiaries may consummate the transactions contemplated by and in connection with the Spin-Off to the Lenders; and (g) extent the Mexican ReorganizationSpin-Off is permitted pursuant to Section 7.05(l).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (ai) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower of the Company may be merged, consolidated or amalgamated with or into a Subsidiary Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or, so long asif such Subsidiary is the Canadian Borrower, in any such case, any security interests granted to that the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or corporation), and (iiiii) any other Foreign Subsidiary of the Company (other than a Foreign Subsidiary the Canadian Borrower) that is not a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided Guarantor may be merged, consolidated or amalgamated with or into another Subsidiary that if any such Foreign Subsidiary is not a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary may sell, lease, transfer or otherwise dispose of the Company may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by Canadian Borrower or a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than the Canadian Borrower) that is not a Canadian Holding Company) Subsidiary Guarantor may Dispose sell, lease, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any another Subsidiary that is not a Loan Party Subsidiary Guarantor; provided that, subject to clauses (d) and (e) below, prior to the consummation of the Noma Restructurings, a Subsidiary of the Canadian Borrower may Dispose only sell, lease, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Canadian Borrower or a Canadian Subsidiary Guarantor; (c) in order to consummate an acquisition permitted by subsection 7.10(f), the Company or a Subsidiary may be merged with the acquired company as long as the surviving company is (i) the Company (if the Company consummates any other such transaction), the Canadian Borrower (if the Canadian Borrower consummates any such transaction) or a Subsidiary that is not Guarantor (if a Loan PartySubsidiary Guarantor consummates any such transaction) or (ii) otherwise, a Subsidiary of the Company; (d) the Canadian Borrower and Noma may consummate the Amalgamation as contemplated on the date hereof; and (e) any mergerthe Canadian Borrower and its Subsidiaries may be merged, consolidation consolidated or amalgamation consummated amalgamated in connection with, and to effect a Permitted Acquisition effect, the Noma Restructurings (provided that the Canadian Borrower shall be permitted; the continuing or surviving corporation) and the Canadian Borrower may distribute the Capital Stock of Noma Corporation as described in clause (fii) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationdefinition of Noma Restructurings.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Personcorporation), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (c) (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company any Borrower or any other Subsidiary of the CompanyGuarantor, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Personentity) or (iii) with or into any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenRestricted Subsidiary; (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets Property (upon voluntary liquidation or otherwise) to the Company Borrower or any other Restricted Subsidiary; (c) any Unrestricted Subsidiary (other than WPL and its Subsidiaries) may be merged or consolidated with any other Unrestricted Subsidiary; (d) any Subsidiary of WPL may be merged with, or may Dispose of any or all of its Property to, WPL or any other Subsidiary of WPL; provided, that such transaction must be permitted by the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected WPL Note Purchase Agreement; (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (ye) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Unrestricted Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding CompanyWPL and its Subsidiaries) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Unrestricted Subsidiary; (f) any Unrestricted Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding CompanyWPL and its Subsidiaries) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) Property to any other Subsidiary that is not a Loan Party; (e) any mergerPerson; provided, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution transaction is in the best interests of the Company and is not materially disadvantageous to the Lenderspermitted by Section 7.5; and (g) any Unrestricted Subsidiary (other than WPL and its Subsidiaries) may be merged or consolidated with any other Person; provided, that (i) if such other Person is the Mexican Reorganizationcontinuing or surviving entity of such merger or consolidation, such transaction shall be deemed to be a Disposition of the Capital Stock of such Unrestricted Subsidiary and must be permitted by Section 7.5 and (ii) if such Unrestricted Subsidiary is the continuing or surviving entity of such transaction, such transaction shall be deemed to be an Investment and must be permitted by Section 7.8.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Solvent Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Solvent Immaterial Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any Foreign other Immaterial Subsidiary Borrower (provided that if either of such Immaterial Subsidiaries is a Foreign Subsidiary Borrower shall be Guarantor, the continuing or surviving Person) or corporation shall be a Guarantor); (iic) any other Foreign Solvent Subsidiary (other than a Foreign Subsidiary Borrower) that is not a Wholly Owned Domestic Subsidiary of the Company organized in such jurisdiction (may be merged or consolidated with or into any other than Subsidiary that is not a Canadian Holding Company) Domestic Subsidiary (provided that if any either of such Foreign Subsidiary non-Domestic Subsidiaries is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Personcorporation shall be a Guarantor); (id) any Subsidiary of the Company Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedGuarantor; (d) (ie) any Canadian Immaterial Subsidiary may dispose of the Company (other than a Canadian Holding Company) may Dispose of all or any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Immaterial Subsidiary (provided that if such Immaterial Subsidiary is a Guarantor, it shall only dispose of such assets to another Immaterial Subsidiary that is a Wholly Owned Subsidiary of the Company Guarantor); and (other than a Canadian Holding Company) and (iif) any Subsidiary that is not a Loan Party Domestic Subsidiary may Dispose dispose of all or any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; Domestic Subsidiary (e) any mergerprovided that if such non-Domestic Subsidiary is a Guarantor, consolidation or amalgamation consummated it shall only dispose of such assets to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any another non-Domestic Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationa Guarantor).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved amalgamated or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) any Restricted Subsidiary Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that a Subsidiary Borrower shall be (x) the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (y) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain become a Subsidiary Guarantor and the Borrower shall comply with Section 6.10 in full force and effect and perfected connection therewith), (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (biii) any Foreign Non-Guarantor Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be mergedmerged or consolidated with or into, consolidated, amalgamated, dissolved or be liquidated into any other Non-Guarantor Subsidiary that is a Restricted Subsidiary and (iv) Holdings may be merged or consolidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be Superholdings with either Holdings or Superholdings being the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) corporation, provided, that is a Wholly Owned Subsidiary such surviving corporation shall directly own 100% of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be Capital Stock of the continuing or surviving Person)Borrower; (i) any Restricted Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all of the assets of any Non-Guarantor Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian another Non-Guarantor Subsidiary that is a Wholly Owned Subsidiary of the Company Restricted Subsidiary; (other than c) Permitted Acquisitions may be consummated; (d) Any Investment permitted by Section 7.8 may be structured as a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any merger, consolidation or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Partyamalgamation; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall Dispositions permitted by Section 7.5 may be permitted;consummated; and (f) any Dormant Restricted Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, may liquidate or dissolve if (i) the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Company Borrower and is not materially disadvantageous to the Lenders; and Lenders and (gii) to the Mexican Reorganizationextent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.

Limitation on Fundamental Changes. Enter (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of its Property the Borrower and the Subsidiaries on a consolidated basis (whether now owned or businesshereafter acquired), or, in the case of any Loan Party, liquidate or dissolve, except that: , if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (ai) any Subsidiary of may merge into the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) Borrower in a transaction in which the Company (provided that Borrower is the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Subsidiary Borrower shall be the continuing or surviving Person) or Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any other Subsidiary (other than permitted asset disposition and involving the sale of a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be mergedeffected by a merger of such Subsidiary, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (iiv) any Subsidiary of the Company may Dispose of any sell, transfer, lease or all otherwise dispose of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Subsidiary of the Companyto another Subsidiary; provided, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided however, that (xA) subject to the following clause (y)no Guarantor may sell, any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement transfer, lease or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all otherwise dispose of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) Non-Guarantor, and (iiB) after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (v) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Company Borrower and is not materially disadvantageous to the Lenders; andprovided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.06 regarding Restrictions on Investments, and (vi) the Borrower may consummate the Xxxxxxx Acquisition in accordance with the Xxxxxxx Acquisition Agreement (without giving effect to any amendments to, waivers of or consents relating to the Xxxxxxx Acquisition Agreement that are materially adverse to the Lenders and not approved by the Lenders, it being understood that any amendment to, waiver of or consent relating to the definition of “Material Adverse Effect” set forth in the Xxxxxxx Acquisition Agreement shall be deemed to be materially adverse to the Lenders). (gb) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the Mexican Reorganizationtype conducted by the Borrower and the Subsidiaries on the Effective Date and businesses reasonably related thereto.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property as an entirety, or businesspermit any Subsidiary to do any of the foregoing, except thatexcept: (a) any direct or indirect Subsidiary of the Company (other than the Additional Borrower) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), ; (iib) any direct or indirect Subsidiary Borrower of the Company may be merged with or into any one or more Subsidiaries of the Company (provided that (i) if any party to such merger is a Subsidiary Borrower Loan Party, one or more Subsidiary Loan Parties shall be the continuing or surviving PersonPerson or Persons (as applicable), (ii) or (iii) any other Subsidiary (other than if the merger involves a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary GuarantorWholly Owned Subsidiary, a Wholly Owned Subsidiary Guarantor shall be the continuing or surviving Person)Person and (iii) if the merger involves the Additional Borrower, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Additional Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (ic) any Subsidiary (other than the Additional Borrower) may sell, lease, transfer or otherwise dispose of the Company may Dispose of any any, all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected ; (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (yd) any such Disposition made merger, consolidation, amalgamation, liquidation, Disposition, or other transaction, the purpose of which is to effect any (i) transactions permitted by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and subsection 8.5 or (ii) if all joint venture entered into by a Subsidiary in the ordinary course of the assets of business; and (e) any Subsidiary (other than the Canadian Primary Additional Borrower) are Disposed of in accordance with this Agreement may wind-up, liquidate, dissolve or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) change form so long as (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation liquidation, dissolution or dissolution change in form is in the best interests of the Company and is not materially disadvantageous to the Lenders; and Lenders and (gii) the Mexican Reorganizationno Default or Event of Default shall then exist.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Restricted Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person(i) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain become a Subsidiary Guarantor and the Borrower shall comply with Section 6.10 in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith); (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any Restricted Subsidiary Guarantor; (c) any Immaterial Subsidiary of the Borrower (i) may be merged or consolidated with or into the Borrower or any other Immaterial Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Borrower and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) pro rata to its equity holders; (d) (i) any other Canadian Subsidiary that is a Wholly Owned Foreign Subsidiary of the Company (Borrower may be merged or consolidated with or into any other than a Canadian Holding Company) Foreign Subsidiary of the Borrower; provided that if such merger or consolidation involves any Foreign Borrower, such Foreign Borrower shall be the continuing or surviving corporation and (ii) any Foreign Subsidiary that is not a Loan Party of the Borrower, other than any Foreign Borrower, may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) pro rata to any other Subsidiary that is not a Loan Partyits equity holders; (e) The Borrower or any merger, consolidation Restricted Subsidiary may consummate a Disposition of any other Restricted Subsidiary (excluding any Foreign Borrower) of the Borrower (or amalgamation consummated to effect a Permitted Acquisition shall be permitted;any Disposition of all or substantially all of the assets of such Restricted Subsidiary) otherwise permitted by Section 7.5(d); and (f) any Dormant Subsidiary The Borrower or any Restricted Subsidiary may consummate any Investment otherwise permitted by Section 7.8(h) or (m) by merger or consolidation, provided that if (i) such merger or consolidation involves the Borrower, the Borrower is an inactive the continuing or surviving corporation, (ii) if such merger or consolidation involves any Foreign Borrower, such Foreign Borrower is the continuing or surviving corporation and (iii) if such merger or consolidation involves a Subsidiary Guarantor, such Subsidiary Guarantor is the continuing or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous surviving corporation except to the Lenders; and (g) extent the Mexican ReorganizationBorrower could make an equivalent investment in a non-Guarantor pursuant to Section 7.8.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company US Borrower may be merged, consolidated, amalgamated, dissolved consolidated or liquidated amalgamated with or into (i) the Company US Borrower (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary US Borrower shall be the continuing or surviving Personcorporation or, if an amalgamation has occurred, the resulting Person shall have delivered to the Administrative Agent such acknowledgements, Security Documents and legal opinions and shall have taken such other actions as are requested by the Administrative Agent to ensure that the amalgamated Person has granted the Administrative Agent, for the benefit of the US Secured Parties, a perfected First Priority Lien in its present and after-acquired Property) or (iii) with or into any other Subsidiary (other than a Subsidiary Borrower) Guarantor (provided that if any (i) such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)corporation or (ii) simultaneously with such transaction, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) corporation shall remain become a Subsidiary Guarantor and the US Borrower shall comply with Section 6.10 in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith); (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Guarantor may be merged, consolidated, amalgamated, dissolved consolidated or liquidated amalgamated with or into the Cayman Borrower (ito the extent possible under applicable law) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary the Cayman Borrower shall be the continuing or surviving Personcorporation or, if an amalgamation has occurred, the resulting Person shall have delivered to the UK Security Agent such acknowledgements, Security Documents and legal opinions and shall have taken such other actions as are requested by the UK Security Agent to ensure that the amalgamated Person has granted the UK Security Agent, for the benefit of the UK Secured Parties, a perfected First Priority Lien in its present and after-acquired Property of the same type and level of Lien as was previously granted in favor of the UK Security Agent, for the benefit of the UK Secured Parties, prior to such merger, consolidation or amalgamation) or (ii) with or into any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) Guarantor (provided that if any (i) such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Personcorporation, (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Foreign Subsidiary Guarantor and the Cayman Borrower shall comply with Section 6.10 in connection therewith or (iii), if an amalgamation has occurred, the resulting Person shall have delivered to the UK Security Agent such acknowledgements, Security Documents and legal opinions and shall have taken such other actions as are requested by the UK Security Agent to ensure that the amalgamated Person has granted the UK Security Agent, for the benefit of the UK Secured Parties, a perfected First Priority Lien in its present and after-acquired Property); (c) any Subsidiary that is not a Guarantor may be merged, consolidated or amalgamated with or into any other Subsidiary that is not a Guarantor; and (d) (i) any Subsidiary of the Company Guarantor may Dispose of any or all of its assets (upon merger, consolidation, amalgamation, voluntary liquidation or otherwise) to the Company US Borrower, Holdings or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all of the assets of any Foreign Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) Guarantor may Dispose of any or all of its assets (upon merger, consolidation, amalgamation, voluntary liquidation or otherwise) to the Cayman Borrower or any other Canadian Foreign Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican ReorganizationGuarantor.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamationamalgamation as a constituent party, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property Property, business or businessassets, except thator make any material change in its present method of conducting business except: (ai) any Restricted Subsidiary of the Company Borrower (including a Foreign Subsidiary) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower one or more Wholly-Owned Restricted Subsidiaries which are Domestic Subsidiaries (provided that a such Wholly-Owned Restricted Subsidiary Borrower or Subsidiaries shall be the continuing or surviving Person) or and (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (bii) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any one or more Wholly- Owned Restricted Subsidiaries which are Foreign Subsidiary Borrower Subsidiaries (provided that a Foreign such Wholly- Owned Restricted Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor Subsidiaries shall be the continuing or surviving Person); (i) any Wholly-Owned Restricted Subsidiary (including a Wholly-Owned Restricted Subsidiary which is a Foreign Subsidiary) of the Company Borrower may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Wholly-Owned Restricted Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that which is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Wholly- Owned Restricted Subsidiary of the Company (other than Borrower which is a Canadian Holding Company) Foreign Subsidiary may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Wholly-Owned Restricted Subsidiary that which is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersForeign Subsidiary; and (gc) any Wholly-Owned Restricted Subsidiary may be merged or consolidated with any Person acquired in connection with a Permitted Business Acquisition made in the Mexican Reorganizationordinary course of the Oil and Gas Business, provided such Wholly-Owned Restricted Subsidiary shall be the continuing or surviving Person.

Limitation on Fundamental Changes. Enter into any merger, acquisition, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate or Dispose of (whether in one transaction or in a Division series of transactions) all or substantially all of its Property or business (whether now owned or hereafter acquired), except that: (i) any Restricted Subsidiary (other than a Borrower) may be merged, amalgamated or consolidated with or into any Domestic Subsidiary Guarantor (provided that a Domestic Subsidiary Guarantor shall be the continuing or surviving Person or simultaneously with such merger, amalgamation or consolidation, the continuing or surviving Person shall become a Domestic Subsidiary Guarantor and the US Borrower shall comply with Section 5.12 in connection therewith) and (ii) any Foreign Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Foreign Loan Party (provided that (A) a Foreign Loan Party shall be the continuing or surviving Person or simultaneously with such merger, amalgamation or consolidation, the continuing or surviving Person shall become a Foreign Subsidiary Guarantor and the US Borrower shall comply with Section 5.12 in connection therewith, (B) if such merger, amalgamation or consolidation involves the Canadian Borrower or the UK Borrower, then the Canadian Borrower or the UK Borrower, as the Dividing Personcase may be, shall be the continuing or surviving Person and (C) the Canadian Borrower shall not be merged, amalgamated or consolidated with or into the UK Borrower, and the UK Borrower shall not be merged, amalgamated or consolidated with or into the Canadian Borrower); (i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any Domestic Restricted Subsidiary that is not a Loan Party and (ii) any Foreign Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any Foreign Restricted Subsidiary that is not a Loan Party; (i) any Restricted Subsidiary (other than a Borrower) may Dispose of all or substantially all of its Property assets (upon voluntary liquidation, dissolution, winding-up or business, except that: (aotherwise) to any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), Domestic Loan Party and (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Foreign Restricted Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Companyliquidation, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y)dissolution, any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation winding-up or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company Foreign Loan Party; (other than a Canadian Holding Company) and (iii) any Restricted Subsidiary that is not a Loan Party may Dispose of any all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to any Domestic Restricted Subsidiary that is not a Loan Party and (ii) any Foreign Restricted Subsidiary that is not a Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Foreign Restricted Subsidiary that is not a Loan Party; (e) any Disposition permitted by Section 6.04 and any merger, consolidation amalgamation, consolidation, dissolution, liquidation, investment or amalgamation consummated Disposition the purpose of which is to effect a Permitted Acquisition shall Disposition permitted by Section 6.04 may be permittedconsummated; (f) the US Borrower and any Dormant Wholly Owned Restricted Subsidiary may consummate a Permitted Acquisition; (g) so long as no Default or Event of Default exists or would result therefrom, the US Borrower may merge, amalgamate or consolidate with any other Person; provided that (i) the US Borrower shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the US Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the US Borrower under this Agreement and the other Loan Documents to which the US Borrower is a party pursuant to a supplement hereto or thereto reasonably satisfactory to the Administrative Agent, (C) each Domestic Subsidiary Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee under the Guarantee and Collateral Agreement shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Domestic Subsidiary Guarantor, unless it is the Successor Company, shall have, by a supplement to the Guarantee and Collateral Agreement and other applicable Security Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents and (E) the US 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 and such supplement to this Agreement or any Security Document preserves the enforceability of this Agreement, the Guarantee and Collateral Agreement and the other applicable Security Documents and the perfection of the Liens under such Security Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the US Borrower under this Agreement and the other Loan Documents; and (h) any Restricted Subsidiary that is an inactive Subsidiary or has assets of less (other than $1,000,000 may, in each case, a Borrower) may liquidate or dissolve (i) if the Company US Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Company US Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders; and Lenders and (gii) if such Restricted Subsidiary is a Loan Party, if any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with this Section 6.03 and Section 6.04 or, in the Mexican Reorganizationcase of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, (A) in the case of a Restricted Subsidiary that is Domestic Subsidiary Guarantor, a Domestic Loan Party, (B) in the case of a Restricted Subsidiary that is a Foreign Subsidiary Guarantor, a Loan Party, (C) in the case of a Domestic Restricted Subsidiary that is not a Loan Party, the US Borrower or any other Domestic Restricted Subsidiary and (D) in the case of a Foreign Restricted Subsidiary that is not a Loan Party, the US Borrower or any other Restricted Subsidiary, in each case after giving effect to such liquidation or dissolution.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamationamalgamation as a constituent party, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property Property, business or businessassets, except thator make any material change in its present method of conducting business except: (ai) any Restricted Subsidiary of the Company Borrower (including a Foreign Subsidiary) may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company Borrower shall be the continuing or surviving corporation), (ii) or with or into any Subsidiary Borrower one or more Wholly-Owned Restricted Subsidiaries which are Domestic Subsidiaries (provided that a such Wholly-Owned Restricted Subsidiary Borrower or Subsidiaries shall be the continuing or surviving Person) or and (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (bii) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any one or more Wholly-Owned Restricted Subsidiaries which are Foreign Subsidiary Borrower Subsidiaries (provided that a Foreign such Wholly-Owned Restricted Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor Subsidiaries shall be the continuing or surviving Person); (i) any Wholly-Owned Restricted Subsidiary (including a Wholly-Owned Restricted Subsidiary which is a Foreign Subsidiary) of the Company Borrower may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any other Wholly-Owned Restricted Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that which is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Wholly-Owned Restricted Subsidiary of the Company (other than Borrower which is a Canadian Holding Company) Foreign Subsidiary may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Wholly-Owned Restricted Subsidiary that which is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersForeign Subsidiary; and (gc) any Wholly-Owned Restricted Subsidiary may be merged or consolidated with any Person acquired in connection with a Permitted Business Acquisition made in the Mexican Reorganizationordinary course of the Oil and Gas Business, provided such Wholly-Owned Restricted Subsidiary shall be the continuing or surviving Person.

Limitation on Fundamental Changes. Enter into Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personitself, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company ABL Administrative Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company ABL Administrative Borrower (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary ABL Administrative Borrower shall be the continuing or surviving Personentity) and any Subsidiary of the ABL Administrative Borrower may be merged, consolidated or (iii) amalgamated with or into any other Restricted Subsidiary (other than a Subsidiary Borrower) (provided that if any such a Borrower or a Subsidiary Guarantor is a Subsidiary Guarantor, party thereto (i) a Borrower or a Subsidiary Guarantor shall be the continuing continuing, surviving or resulting entity or (ii) simultaneously with such transaction, the continuing, surviving Personor resulting entity shall become a Subsidiary Guarantor or a Borrower and the ABL Administrative Borrower shall comply with Section 5.10 in connection therewith), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) ABL Administrative Borrower may be merged, consolidated, amalgamated, dissolved Dispose of all or liquidated with substantially all of its Property or into business (i) (upon liquidation, windup, dissolution or otherwise) to (x) if such Restricted Subsidiary is a Loan Party, the ABL Administrative Borrower or any other Loan Party and (y) if such Restricted Subsidiary is not a Loan Party, the ABL Administrative Borrower or any Restricted Subsidiary or (ii) pursuant to a Disposition permitted by Section 6.5; (c) any Foreign Subsidiary Borrower may (provided that a i) be merged or consolidated or amalgamated with or into any other Foreign Subsidiary Borrower shall be the continuing or surviving Person) Subsidiary, or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets to (upon voluntary liquidation liquidation, windup, dissolution or otherwise) to the Company or any other Foreign Subsidiary; (d) any merger, amalgamation or consolidation the sole purpose of which is to reincorporate or reorganize a Loan Party or Restricted Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenanother jurisdiction; provided that (x) subject to in the following clause (y), case of any such Disposition made by merger, amalgamation or consolidation involving a Loan Party, a Loan Party is the surviving, continuing or resulting Person (or simultaneously with such transaction, the continuing, surviving or resulting entity shall be made to another Loan Party become a Subsidiary Guarantor or a Borrower) and the ABL Administrative Borrower shall comply with Section 5.10 in connection therewith and (y) in the case of any such Disposition made by merger or consolidation involving a Loan Party or Restricted Subsidiary that is a domiciled within the United States (or in the case of the Canadian Guarantor, Canada), the continuing, surviving or resulting entity shall be domiciled within the United States (or in the case of the Canadian Guarantor, Canada); (e) any Domestic Subsidiary shall only which is not a Guarantor may (i) be made to another Loan Party that is merged or consolidated with or into any other Domestic Subsidiary and which is not a Guarantor or (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets to (upon voluntary liquidation liquidation, windup, dissolution or otherwise) to any other Canadian Domestic Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that which is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permittedGuarantor; (f) any Dormant Investment permitted by Section 6.8 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 simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor or a Borrower) and the ABL Administrative Borrower shall comply with Section 5.10 in connection therewith; (g) (i) any Restricted Subsidiary that is of the ABL Administrative Borrower (other than an inactive Subsidiary or has assets of less than $1,000,000 may, in each caseExcluded Subsidiary) may dissolve, liquidate or dissolve wind up its affairs at any time if the Company ABL Administrative Borrower determines in good faith that such dissolution, liquidation or dissolution is in the best interests of the Company and winding up is not materially disadvantageous to the Lenders, and (ii) any Excluded Subsidiary of the ABL Administrative Borrower may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect; and (gh) the Mexican ABL Administrative Borrower and each Restricted Subsidiary may enter into a Permitted Reorganization.

Limitation on Fundamental Changes. Enter into Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personitself, or Dispose of all or substantially all of its Property or business, except that: (a) so long as no 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 the Borrower in any State of the United States or reincorporate or reorganize any other Group Member in a Qualified Jurisdiction or (ii) change the form of entity shall be permitted and (y) any Restricted Subsidiary of the Company Mid-Holdings may be merged, consolidated, amalgamated, dissolved consolidated or liquidated amalgamated with or into any other Restricted Subsidiary of Mid-Holdings; provided, that, in each case of clauses (ix) the Company and (provided that the Company shall be the continuing or surviving corporationy), (iiA) in the case of any Subsidiary Borrower (provided that a Subsidiary merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the continuing continuing, surviving or surviving Personresulting entity and the Capital Stock of the Borrower shall remain Pledged Capital Stock and (B) in the case of any merger, consolidation or amalgamation involving one or more Subsidiary Guarantors (iii) any other Subsidiary (other than a Subsidiary and not the Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor), a Subsidiary Guarantor shall be the continuing continuing, surviving or resulting entity or substantially simultaneously with such transaction, the continuing, surviving Person), so long as, or resulting entity shall become a Subsidiary Guarantor and Mid-Holdings shall comply with Section 5.9 in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith; (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction Mid-Holdings (other than a Canadian Holding Companythe Borrower) may be mergedDispose of all or substantially all of its Property or business, consolidatedincluding by way of a merger, amalgamatedamalgamation, dissolved dissolution, liquidation or liquidated with or into consolidation, (i) to Mid-Holdings or any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) Guarantor or (ii) any other Foreign Subsidiary (other than pursuant to a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)Disposition permitted by Section 6.5; (ic) any Non-Loan Party Subsidiary of the Company may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Non-Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permittedthat is contemplated by, and occurs substantially simultaneously with, the Transactions; (fe) any Dormant 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 Mid-Holdings shall comply with Section 5.9 in connection therewith; (i) any Restricted Subsidiary or of Mid-Holdings (other than the Borrower and any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each caseExcluded Subsidiary) may dissolve, liquidate or dissolve wind up its affairs at any time if the Company Mid-Holdings determines in good faith that such dissolution, liquidation or dissolution winding up is in the best interests interest of Holdings and the Company Group Members, and is not materially disadvantageous to the LendersLenders (as determined by Mid- Holdings in good faith) (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 Mid-Holdings, the Borrower or another Subsidiary Guarantor unless such Disposition of assets is permitted by Section 6.5), and (ii) any Excluded Subsidiary of Mid-Holdings 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 by Mid-Holdings in good faith); (g) so long as no Default exists or would result therefrom, Mid-Holdings may merge, amalgamate or consolidate with any other Person; provided, that (A) Mid-Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Mid-Holdings or is a Person into which Mid-Holdings has been liquidated (any such Person, “Successor Mid-Holdings”), (A) Successor Mid-Holdings shall be an entity organized or existing under the laws of a Qualified Jurisdiction, (B) Successor Mid-Holdings shall expressly assume all the obligations of Mid-Holdings under this Agreement and the other Loan Documents to which Mid-Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) Mid-Holdings shall have delivered to the Administrative Agent an officer’s certificate and, if requested by the Administrative Agent, an opinion of counsel, each stating that such merger, amalgamation or consolidation and such supplement to this Agreement or any Loan Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Mid-Holdings will succeed to, and be substituted for, Mid-Holdings under this Agreement; (h) a merger, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 6.5; and (gi) the Mexican ReorganizationPermitted English Business Sale, to the extent permitted under Section 6.5(j). 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 subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by Mid-Holdings in good faith) of such Subsidiary Guarantor prior to giving effect to such transaction.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except thatbusiness except: (a) any Subsidiary of the Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), ) or (ii) with or into any Wholly Owned Subsidiary Borrower Guarantor (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Wholly Owned Subsidiary Guarantor shall be the continuing or surviving Person)corporation) or (iii) if such Subsidiary is a Foreign Subsidiary, so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any First-Tier Foreign Subsidiary, the Company or any Wholly Owned Subsidiary Borrower Guarantor (provided that a the First-Tier Foreign Subsidiary, the Company or the Wholly Owned Subsidiary Borrower Guarantor, as the case may be, shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Personcorporation); (ib) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company, any Wholly Owned Subsidiary Guarantor or, if such Subsidiary is a Foreign Subsidiary, to any First-Tier Foreign Subsidiary, the Company or any Wholly Owned Subsidiary Guarantor; (c) the Company and its Subsidiaries may alter the form of their corporate or other Subsidiary of entity organization (including a liquidation in connection therewith), provided that the CompanyLoan Parties enter into such amendments to this Agreement and, so long if applicable, the Guarantee and Collateral Agreement, as any security interests granted shall be reasonably satisfactory to the Administrative Agent for and the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedRequired Lenders; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) Grove France may Dispose of any or all of change its assets (upon voluntary liquidation or otherwise) corporate organization to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Partyan SAS; (e) any merger, consolidation or amalgamation consummated to effect Grove Capital may be liquidated in the event the Company becomes a Permitted Acquisition shall be permitted;corporation in accordance with clause (c) above; and (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary with no material assets may be liquidated or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganizationmerged into any other Subsidiary.

Limitation on Fundamental Changes. Enter 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), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property business units, assets or businessother properties, except that: : (a) (i) any Subsidiary of the Borrower or any other Person may be merged or consolidated with or into the Borrower; provided that the Borrower shall be the continuing or surviving entity; (ii) any Parent Company may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (Holdings; provided that Holdings shall be the 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 corporation), entity; (iib) any Subsidiary of the Borrower (or any other Person 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 Restricted Subsidiary Borrower shall be the continuing or surviving Personentity, and (ii) in the case of any merger, amalgamation or (iii) any other consolidation involving one or more Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary GuarantorGuarantors, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in entity; (c) (i) any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Restricted Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing may sell, lease, transfer or surviving Person); (i) any Subsidiary of the Company may Dispose otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower, a Subsidiary Guarantor or any other Restricted Subsidiary of the CompanyBorrower, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (ycompliance with Section 10.5(g) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of Borrower or any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Restricted Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is Persons (including by way of merger, in the case of a Wholly Owned Subsidiary 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 Company (other than business units, assets or properties of the Borrower and its Restricted Subsidiaries, taken as a Canadian Holding Company) whole, and (iiy) is in compliance with Section 10.4; (d) any Subsidiary that is not a Loan Party Guarantor may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary the Borrower or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.Guarantor;

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or otherwise suffer any liquidation or dissolution), consummate a Division as or, except for Immaterial Subsidiaries, and except to the Dividing Personextent such Disposition would otherwise be permitted by Section 7.5, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (Borrower, provided that the Company Borrower shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (Borrower, provided that that, if any of the parties to such Foreign Subsidiary merger or consolidation is a Subsidiary Guarantor, a Subsidiary Guarantor shall be (i) the continuing or surviving Person)corporation shall be a Subsidiary Guarantor or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor, and the Borrower shall, and shall cause its Subsidiaries to, comply with Section 6.9 in connection therewith; (ic) any Subsidiary of the Company Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or any of its other Subsidiary of Subsidiaries, provided that Dispositions to Designated Subsidiaries by the CompanyBorrower and its Domestic Subsidiaries that are not also Designated Subsidiaries shall, so long as any security interests granted to the Administrative Agent extent that the consideration received for the benefit assets Disposed of is less than the Secured Parties pursuant fair market value of such assets that would be received from an unaffiliated third party in a bona fide sale on an arms-length basis, be deemed to the Collateral Documents be Investments in the assets so Disposed shall remain in full force such Designated Subsidiaries and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of limitations set forth in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolvedSection 7.7; (d) (i) the Borrower and its Subsidiaries may make any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party;Restricted Payments permitted under Section 7.6; and (e) the Borrower or any or its Subsidiaries may enter into any merger, consolidation or amalgamation consummated to effect effectuate any Permitted Acquisition; provided that (i) if the Borrower is a Permitted Acquisition party to such merger, consolidation or amalgamation, the Borrower shall be permitted; the surviving corporation and (f) ii), subject to the immediately preceding clause (i), if any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and parties to such merger, consolidation or amalgamation is not materially disadvantageous to the Lenders; and a Subsidiary Guarantor, (g1) the Mexican Reorganizationcontinuing or surviving corporation shall be a Subsidiary Guarantor or (2) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor, and the Borrower shall, and shall cause its Subsidiaries to, comply with Section 6.9 in connection therewith.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Solvent Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into the Borrower (i) the Company (provided PROVIDED that the Company Borrower shall be the continuing or surviving corporation) or with or into any Guarantor which is a Wholly Owned Subsidiary of the Borrower (PROVIDED that such Guarantor shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation liquidation, dissolution, winding up or otherwise) to the Company Borrower or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that Guarantor which is a Wholly Owned Subsidiary of the Company Borrower; (c) the Borrower or any Subsidiary thereof may merge with any Person in connection with a Permitted Acquisition; PROVIDED that if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and, if such transaction involves any Subsidiary of the Borrower, the surviving corporation must be or become a Subsidiary Guarantor; (d) any Excluded Foreign Subsidiary (i) may be merged with or consolidated with or into any other Excluded Foreign Subsidiary; PROVIDED that the ownership interest of the Borrower in the surviving Subsidiary is no less than a Canadian Holding Company) the Borrower's ownership interest in the merged Subsidiary and (ii) any Subsidiary that is not a Loan Party may Dispose transfer assets of any or all of its assets (upon voluntary liquidation or otherwise) reasonably equivalent value to any other Subsidiary that is not a Loan Party;Excluded Foreign Subsidiary; and (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and (g) the Mexican ReorganizationSS7 Reorganization may occur.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personor convey, sell, lease, assign, transfer or Dispose of otherwise dispose of, all or substantially all of its Property property, business or businessassets, except thatexcept: (a) any Subsidiary of the Company any Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into any Borrower (iprovided that such Borrower shall be the continuing or surviving corporation) the Company or with or into any one or more wholly owned Domestic Subsidiaries of any Borrower (provided that the Company wholly owned Domestic Subsidiary or Domestic Subsidiaries shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or surviving Person) or (iii) any other Subsidiary (other than a Subsidiary Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such wholly owned Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Borrower or any other Canadian Subsidiary that is a Wholly Owned wholly owned Domestic Subsidiary of the Company any Borrower; (other than c) any Borrower or any Subsidiary may merge with another Person if (i) such merger is in connection with a Canadian Holding Companytransaction permitted under subsection 8.9(f) and hereof, (ii) any Subsidiary that in the case of a Borrower, such Borrower is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any the entity surviving such merger, consolidation and in the case of a Subsidiary, the requirements of subsection 7.12 have been satisfied and the entity surviving such merger is, immediately after giving effect to such merger, the wholly-owned subsidiary of a Borrower, (iii) immediately after giving effect to such merger, no Default or amalgamation consummated to effect a Permitted Acquisition Event of Default shall have occurred and be continuing and (iv) the joint and several warranties of the Borrowers contained in this Agreement shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, true and correct in each case, liquidate or dissolve all material respects as if the Company determines in good faith that made immediately after such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lendersmerger; and (gd) the Mexican Reorganizationany Borrower or any Subsidiary may enter into any transaction permitted by subsection 8.6 or 8.9.

Limitation on Fundamental Changes. Enter (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of its Property the Borrower and the Subsidiaries on a consolidated basis (whether now owned or businesshereafter acquired), or, in the case of the Borrower or any Guarantor, liquidate or dissolve, except that: , if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (ai) any Subsidiary of may merge into the Company may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) Borrower in a transaction in which the Company (provided that Borrower is the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that (provided that A) no Guarantor may merge into a Foreign Subsidiary Borrower shall be or an Excluded Subsidiary (unless prior to such merger, such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B) after giving effect to such transaction, the continuing or surviving Person) or Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any other permitted asset disposition and involving the sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; provided, however, that (A) no Guarantor may sell, transfer, lease or otherwise dispose of its assets to any Foreign Subsidiary or Excluded Subsidiary (other than unless prior to such sale, transfer, lease or disposition such Foreign Subsidiary or Excluded Subsidiary was also a Subsidiary BorrowerGuarantor), and (B) (provided that if any after giving effect to such transaction, the surviving Subsidiary is a Subsidiary Guarantor if either of such Subsidiaries was previously a Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents and (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (iv) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary or any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; and (g) the Mexican Reorganization.provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.06 regarding

Limitation on Fundamental Changes. Enter into Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Personitself, or Dispose of all or substantially all of its Property or business, except that: (a) so long as no 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 the Borrower in any State of the United States or reincorporate or reorganize any other Group Member in a Qualified Jurisdiction or (ii) change the form of entity shall be permitted and (y) any Restricted Subsidiary of the Company Mid-Holdings may be merged, consolidated, amalgamated, dissolved consolidated or liquidated amalgamated with or into any other Restricted Subsidiary of Mid-Holdings; provided, that, in each case of clauses (ix) the Company and (provided that the Company shall be the continuing or surviving corporationy), (iiA) in the case of any Subsidiary Borrower (provided that a Subsidiary merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the continuing continuing, surviving or surviving Personresulting entity and the Capital Stock of the Borrower shall remain Pledged Capital Stock and (B) in the case of any merger, consolidation or amalgamation involving one or more Subsidiary Guarantors (iii) any other Subsidiary (other than a Subsidiary and not the Borrower) (provided that if any such Subsidiary is a Subsidiary Guarantor), a Subsidiary Guarantor shall be the continuing continuing, surviving or resulting entity or substantially simultaneously with such transaction, the continuing, surviving Person), so long as, or resulting entity shall become a Subsidiary Guarantor and Mid-Holdings shall comply with Section 5.9 in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been takenconnection therewith; (b) any Foreign Restricted Subsidiary of the Company organized in a given jurisdiction Mid-Holdings (other than a Canadian Holding Companythe Borrower) may be mergedDispose of all or substantially all of its Property or business, consolidatedincluding by way of a merger, amalgamatedamalgamation, dissolved dissolution, liquidation or liquidated with or into consolidation, (i) to Mid-Holdings or any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) Guarantor or (ii) any other Foreign Subsidiary (other than pursuant to a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person)Disposition permitted by Section 6.5; (ic) any Non-Loan Party Subsidiary of the Company may Dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Non-Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Canadian Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Loan Party; (e) any merger, consolidation or amalgamation consummated to effect that is contemplated by, and occurs substantially simultaneously with, the Transactions; (e) any Investment permitted by Section 6.7 may be structured as a Permitted Acquisition 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 be permittedbecome a Loan Party) and Mid-Holdings shall comply with Section 5.9 in connection therewith; (f) (i) any Dormant Restricted Subsidiary or of Mid-Holdings (other than the Borrower and any Subsidiary that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each caseExcluded Subsidiary) may dissolve, liquidate or dissolve wind up its affairs at any time if the Company Mid-Holdings determines in good faith that such dissolution, liquidation or dissolution winding up is in the best interests interest of Holdings and the Company Group Members, and is not materially disadvantageous to the LendersLenders (as determined by Mid-Holdings in good faith) (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 Mid-Holdings, the Borrower or another Subsidiary Guarantor unless such Disposition of assets is permitted by Section 6.5), and (ii) any Excluded Subsidiary of Mid-Holdings 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 by Mid-Holdings in good faith); (g) so long as no Default exists or would result therefrom, Mid-Holdings may merge, amalgamate or consolidate with any other Person; provided, that (A) Mid-Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Mid-Holdings or is a Person into which Mid-Holdings has been liquidated (any such Person, “Successor Mid-Holdings”), (A) Successor Mid-Holdings shall be an entity organized or existing under the laws of a Qualified Jurisdiction, (B) Successor Mid-Holdings shall expressly assume all the obligations of Mid-Holdings under this Agreement and the other Loan Documents to which Mid-Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) Mid-Holdings shall have delivered to the Administrative Agent an officer’s certificate and, if requested by the Administrative Agent, an opinion of counsel, each stating that such merger, amalgamation or consolidation and such supplement to this Agreement or any Loan Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Mid-Holdings will succeed to, and be substituted for, Mid-Holdings under this Agreement; (h) a merger, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 6.5; and (gi) the Mexican ReorganizationPermitted English Business Sale, to the extent permitted under Section 6.5(j). 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 subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by Mid-Holdings in good faith) of such Subsidiary Guarantor prior to giving effect to such transaction.

Limitation on Fundamental Changes. Enter into any merger, --------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company Borrower (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary Borrower (provided that a Subsidiary Borrower shall be the continuing or -------- surviving Personcorporation) or (iii) with or into any other Subsidiary (other than a provided that, if -------- any Subsidiary Borrower) (provided that if any party to such Subsidiary merger or consolidation is a Subsidiary Guarantor, a Subsidiary Guarantor the surviving entity shall also be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person); (i) any Subsidiary of the Company Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwiseincluding the Capital Stock of any Subsidiary) to the Company or any other Subsidiary of the CompanyGuarantor which, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and after giving effect and perfected (to at least the same extent as in effect immediately prior to such transfer) Disposition, is and all actions required to maintain said perfected status have been taken; provided that (x) remains a Material Subsidiary or, subject to the following clause (ySection 7.8(i), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic other Subsidiary and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) may Dispose of any or all of its assets (including Capital Stock of any other Subsidiary) (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower or any other Canadian Subsidiary, provided that if any -------- such Subsidiary that is a Wholly Owned Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party may Dispose Disposing of any or all of its assets (upon voluntary liquidation to a Subsidiary is a Subsidiary Guarantor, the Subsidiary to which such assets are sold or otherwise) to any other transferred must also be a Subsidiary that is not a Loan PartyGuarantor; (ec) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition the Merger shall be permitted; (fd) any Dormant Subsidiary the Borrower or any Subsidiary may merge with or consolidate with any Person in connection with any Acquisition or Subsidiary Acquisition permitted hereunder, provided that is an inactive Subsidiary or has assets of less than $1,000,000 may, in each case, liquidate or dissolve (i) (A) if the Company determines in good faith that Borrower is a party -------- thereto, the Borrower is the surviving entity of such liquidation merger or dissolution consolidation and (B) if a Subsidiary Guarantor is in a party thereto, the best interests surviving entity of the Company such merger or consolidation is a Subsidiary Guarantor and is not materially disadvantageous to the Lenders(ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (ge) the Mexican ReorganizationDispositions permitted under Section 7.5.

Limitation on Fundamental Changes. Enter into any merger, --------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Company either Borrower may be merged, consolidated, amalgamated, dissolved merged or liquidated consolidated with or into (i) the Company (provided that the Company shall be the continuing or surviving corporation), (ii) any Subsidiary such Borrower (provided that a Subsidiary such Borrower shall be the continuing -------- or surviving Personcorporation) or (iii) with or into any other Subsidiary (other than a Subsidiary Borrower) (provided that if any -------- Subsidiary party to such Subsidiary merger or consolidation is a Subsidiary Guarantor or Canadian Subsidiary Guarantor, the surviving entity shall also be a Subsidiary Guarantor shall be the continuing or surviving Person), so long as, in any such case, any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the pledge of Capital Stock of any Subsidiary that is not the continuing or surviving Person) shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; (b) any Foreign Subsidiary of the Company organized in a given jurisdiction (other than a Canadian Holding Company) may be merged, consolidated, amalgamated, dissolved or liquidated with or into (i) any Foreign Subsidiary Borrower (provided that a Foreign Subsidiary Borrower shall be the continuing or surviving Person) or (ii) any other Foreign Subsidiary (other than a Foreign Subsidiary Borrower) that is a Wholly Owned Subsidiary of the Company organized in such jurisdiction (other than a Canadian Holding Company) (provided that if any such Foreign Subsidiary is a Subsidiary Guarantor, a Subsidiary Guarantor shall be as the continuing or surviving Personcase may be); (i) any Subsidiary of the Company either Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwiseincluding the Capital Stock of any Subsidiary) to the Company or any other Subsidiary of the Company, so long as any security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets so Disposed shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and all actions required to maintain said perfected status have been taken; provided that (x) subject to the following clause (y), any such Disposition made by a Loan Party shall be made to another Loan Party and (y) any such Disposition made by a Loan Party that is a Domestic Subsidiary shall only be made to another Loan Party that is Domestic Subsidiary Guarantor and (ii) if all of the assets of any Subsidiary (other than the Canadian Primary Borrower) are Disposed of in accordance with this Agreement or such Subsidiary is a Dormant Subsidiary, such Subsidiary may be dissolved; (d) (i) any Canadian Subsidiary of the Company (other than a Canadian Holding Company) either Borrower may Dispose of any or all of its assets (including Capital Stock of any other Subsidiary) (upon voluntary liquidation liquidation, dissolution or otherwise) to the U.S. Borrower and or any other Canadian Subsidiary that is a Wholly Owned Guarantor and any Subsidiary of the Company (other than a Canadian Holding Company) and (ii) any Subsidiary that is not a Loan Party Borrower may Dispose of any or all of its assets (including Capital Stock of any other Subsidiary) (upon voluntary liquidation liquidation, dissolution or otherwise) to the Canadian Borrower or any other Canadian Subsidiary that is not a Loan PartyGuarantor; (ec) any merger, consolidation or amalgamation consummated to effect a Permitted Acquisition shall be permitted; (f) any Dormant Subsidiary either Borrower or any Subsidiary of either Borrower may merge with or consolidate with any Person in connection with any Permitted Acquisition, provided that (i) if a -------- Borrower is an inactive a party thereto, such Borrower is the surviving entity of such merger or consolidation and (ii) if a Subsidiary Guarantor or has assets Canadian Subsidiary Guarantor is a party thereto, the surviving entity of less than $1,000,000 maysuch merger or consolidation is a Subsidiary Guarantor or Canadian Subsidiary Guarantor, in each case, liquidate or dissolve if as the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenderscase may be; and (gd) the Mexican ReorganizationDispositions permitted under Section 11.5.