Common use of Limitation on Mergers, Issuances of Securities Clause in Contracts

Limitation on Mergers, Issuances of Securities. No Restricted Person will merge or consolidate with or into any other Person, except that (a) any Domestic Subsidiary of Borrower may be merged into or consolidated with (i) another Domestic Subsidiary of Borrower, so long as a Guarantor is the surviving business entity, or (ii) Borrower, so long as Borrower is the surviving business entity and (b) any Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower) may be merged or consolidated with (i) a Domestic Subsidiary of Borrower, so long as a Guarantor and a Domestic Subsidiary is the surviving business entity, (ii) Borrower, so long as Borrower is the surviving business entity, or (iii) another Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower), so long as if either of such Domestic Subsidiaries is a Guarantor, a Guarantor is the surviving business entity. No Restricted Person will issue any Equity, provided that (i) Subsidiaries of Borrower and its wholly-owned Subsidiaries may issue Equity to Borrower and (ii) Subsidiaries of Parent and its wholly-owned Subsidiaries that are not Subsidiaries of Borrower may issue additional common Equity to Parent. No Subsidiary of Borrower will otherwise allow any diminution of Borrower’s Equity (direct or indirect) in such Subsidiary, and no Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower and is a Guarantor) will otherwise allow any diminution of Parent’s Equity (direct or indirect) in such Subsidiary. For purposes of clarification, nothing in this Agreement shall be construed to limit or otherwise restrict the ability of Parent, at its sole discretion, to merge, consolidate or issue securities so long as, in the case of merger or consolidation, Administrative Agent is reasonably satisfied that the duties and obligations of Borrower hereunder are in no fashion modified thereby and so long as there is no Change of Control.

Limitation on Mergers, Issuances of Securities. No Except for Permitted Acquisitions and as expressly provided in this section, no Restricted Person will merge or consolidate with or into any other Person, except that (a) enter into any Domestic transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (b) acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business and Investments permitted under Section 7.7 hereof or (c) sell, transfer, lease, exchange, alienate or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except for sales, transfers, leases, exchanges, alienations or other dispositions not prohibited by Section 7.5 hereof. Any Person, other than Borrower, that is a Subsidiary of Borrower may a Restricted Person may, however, be merged into or consolidated with (i) another Domestic Subsidiary of Borrowersuch Restricted Person, so long as a Guarantor Restricted Person is the surviving business entity, or (ii) Borrowersuch Restricted Person, so long as Borrower is the surviving business entity and (b) any Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower) may be merged or consolidated with (i) a Domestic Subsidiary of Borrower, so long as a Guarantor and a Domestic Subsidiary is the surviving business entity, (ii) Borrower, so long as Borrower is the surviving business entity, or (iii) another Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower), so long as if either of such Domestic Subsidiaries is a Guarantor, a Guarantor Restricted Person is the surviving business entity. No Restricted Person Pacific Energy Partners will not issue any Equity, provided that securities other than (i) Subsidiaries of Borrower limited partnership interests and its wholly-owned Subsidiaries may issue Equity any options or warrants giving the holders thereof only the right to Borrower acquire such interests, and (ii) Subsidiaries general partnership interests issued to the General Partner. Except as disclosed in the Disclosure Schedule, no Restricted Subsidiary of Parent and its wholly-owned Subsidiaries that are not Subsidiaries Pacific Energy Partners will issue any additional Equity Interests or other securities or any options, warrants or other rights to acquire such additional Equity Interests or other securities except a direct Restricted Subsidiary of Borrower a Restricted Person may issue additional common Equity Interests or other securities to Parentsuch Restricted Person so long as such Restricted Subsidiary is a Wholly Owned Subsidiary of Pacific Energy Partners after giving effect thereto. No Subsidiary of Borrower which is a partnership will otherwise allow any diminution of Borrower’s Equity 's interest (direct or indirect) in such Subsidiary, and no Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower and is a Guarantor) will otherwise allow any diminution of Parent’s Equity (direct or indirect) in such Subsidiary. For purposes of clarification, nothing in this Agreement shall be construed to limit or otherwise restrict the ability of Parent, at its sole discretion, to merge, consolidate or issue securities so long as, in the case of merger or consolidation, Administrative Agent is reasonably satisfied that the duties and obligations of Borrower hereunder are in no fashion modified thereby and so long as there is no Change of Controltherein.

Limitation on Mergers, Issuances of Securities. No Except as expressly provided in this section, no Restricted Person will merge or consolidate with or into any other Person, except that (a) enter into any Domestic transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (b) acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business and Investments permitted under Section 7.7 hereof or (c) sell, transfer, lease, exchange, alienate or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except for sales or transfers not prohibited by under Section 7.5 hereof. Any Person, other than Borrower, that is a Subsidiary of Borrower may a Restricted Person may, however, be merged into or consolidated with (i) another Domestic Subsidiary of Borrowersuch Restricted Person, so long as a Guarantor is the surviving business entity, or (ii) Borrowerii such Restricted Person, so long as Borrower is the surviving business entity and (b) any Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower) may be merged or consolidated with (i) a Domestic Subsidiary of Borrower, so long as a Guarantor and a Domestic Subsidiary is the surviving business entity, (ii) Borrower, so long as Borrower is the surviving business entity, or (iii) another Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower), so long as if either of such Domestic Subsidiaries is a Guarantor, a Guarantor Restricted Person is the surviving business entity. Plains MLP will not issue any securities other than (i) limited partnership interests and any options or warrants giving the holders thereof only the right to acquire such interests, (ii) general or subordinate partnership interests issued to Resources or a Wholly Owned Subsidiary of Resources and (iii) debt securities permitted by Section 7.1(g). No Restricted Person Subsidiary of Plains MLP will issue any Equityadditional shares of its capital stock or other securities or any options, provided that (i) Subsidiaries warrants or other rights to acquire such additional shares or other securities except a direct Subsidiary of Borrower and its wholly-owned Subsidiaries may issue Equity to Borrower and (ii) Subsidiaries of Parent and its wholly-owned Subsidiaries that are not Subsidiaries of Borrower a Restricted Person may issue additional common Equity shares or other securities to Parentsuch Restricted Person, to Plains MLP or to General Partner so long as such Subsidiary is a Wholly Owned Subsidiary of Plains MLP after giving effect thereto. No Subsidiary of Borrower which is a partnership will otherwise allow any diminution of Borrower’s Equity 's interest (direct or indirect) in such Subsidiary, and no Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower and is a Guarantor) will otherwise allow any diminution of Parent’s Equity (direct or indirect) in such Subsidiary. For purposes of clarification, nothing in this Agreement shall be construed to limit or otherwise restrict the ability of Parent, at its sole discretion, to merge, consolidate or issue securities so long as, in the case of merger or consolidation, Administrative Agent is reasonably satisfied that the duties and obligations of Borrower hereunder are in no fashion modified thereby and so long as there is no Change of Controltherein.

Limitation on Mergers, Issuances of Securities. No Restricted Person will merge or consolidate with or into any other Person, except that (a) any Domestic Subsidiary of Borrower may be merged into or consolidated with (ia) another Domestic Subsidiary of Borrower, so long as a Guarantor is the surviving business entity, or (ii) Borrower, so long as Borrower is the surviving business entity and (b) any Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower) may be merged or consolidated with (i) a Domestic Subsidiary of Borrower, so long as a Guarantor and a Domestic Subsidiary is the surviving business entity, (ii) Borrower, so long as Borrower is the surviving business entity, or (iii) another Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower), so long as if either of such Domestic Subsidiaries is a Guarantor, a Guarantor is the surviving business entity. No Restricted Person other than the MLP will issue any Equity, provided that (i) Subsidiaries of additional Equity except to Borrower and its or another wholly-owned Subsidiaries may issue Equity to Borrower and (ii) Subsidiaries Subsidiary of Parent and its wholly-owned Subsidiaries Borrower; provided, however that are not Subsidiaries of Borrower may issue additional common Equity membership interests, or options or warrants to Parentacquire such interests. No Subsidiary of Borrower will otherwise allow any diminution of Borrower’s Equity interest (direct or indirect) in such Subsidiarytherein. Section 7.5 Limitation on Sales of Property. No Restricted Person will sell, and no Domestic Subsidiary transfer, lease, exchange, alienate, or dispose of Parent (that is not a Subsidiary any of Borrower and is a Guarantor) will otherwise allow its material assets or properties or any diminution of Parent’s Equity (direct material interest therein, or indirect) in such Subsidiary. For purposes of clarificationdiscount, nothing in this Agreement shall be construed sell or assign any notes payable to limit it, accounts receivable or otherwise restrict the ability of Parentfuture income, at its sole discretionexcept, to mergethe extent not otherwise forbidden under the Security Documents: (a) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value; (b) inventory (including oil and gas sold as produced and seismic data) which is sold in the ordinary course of business on ordinary trade terms; (c) farmouts of undeveloped acreage and assignments in connection with such farmouts, consolidate or issue securities so long asin each case, in the case ordinary course of merger business; (d) sales of Proved Reserves between Determination Dates and included on the most recently delivered Engineering Report for fair consideration to a Person who is not an Affiliate not in the aggregate in excess of five percent (5.0%) of the Borrowing Base then in effect, the sale of which will not materially impair or consolidationdiminish the value of the Collateral or Borrower’s Consolidated financial condition, Administrative Agent business or operations; (e) any Oil and Gas Property to which no Proved Reserves are attributed or which is reasonably satisfied not included in the most recently delivered Engineering Report, provided that the duties and obligations of Borrower hereunder are in no fashion modified thereby and Default or Borrowing Base Deficiency exists or would result therefrom; and (f) so long as there no Event of Default has occurred and is no Change continuing, or would exist after giving effect thereto, sales and other dispositions of Controlproperty not permitted by Sections 7.5(a) through (e) above having a fair market value not to exceed $5,000,000.00 in the aggregate in any 12-month period. No Restricted Person will abandon or consent to the abandonment of, any oil or gas well constituting Collateral so long as such well is capable (or is subject to being made capable through drilling, reworking or other operations which would be commercially feasible to conduct) of producing oil, gas, or other hydrocarbons or other minerals in paying quantities (without regard to the burden of the Security Documents) and a reasonable and prudent operator (acting without regard to the burden of the Security Documents) would undertake repair operations to restore the productivity of such well. No Restricted Person will elect not to participate in a proposed operation on any Oil and Gas Property constituting Collateral where the effect of such election would be the forfeiture either temporarily (e.g., until a certain sum of money is received out of the forfeited interest) or permanently of any interest in the Collateral.

Limitation on Mergers, Issuances of Securities. No Restricted Person will merge or consolidate with or into any other Person, except ; provided that so long as no Default has occurred and is continuing or will occur as a result thereof (a) Borrower may merge or consolidate with another Person so long as Borrower is the surviving business entity, (b) any Domestic wholly-owned Subsidiary of Borrower may be merged into or consolidated with (i) another Domestic Subsidiary of Borrower, so long as a Guarantor is the surviving business entity, or (ii) Borrower, Person so long as Borrower is the surviving business entity and (b) any Domestic or a wholly-owned Subsidiary of Parent (that is not a Subsidiary of Borrower) may be merged or consolidated with (i) a Domestic Subsidiary of Borrower, so long as a Guarantor and a Domestic Subsidiary is the surviving business entity, (ii) Borrower, so long as Borrower is the surviving business entity, or and (iiic) another Domestic any Subsidiary of Parent (that is not Borrower may merge or consolidate with another Person so long as Borrower or a Subsidiary of Borrower), so long as if either of such Domestic Subsidiaries is a Guarantor, a Guarantor Borrower is the surviving business entity. No Restricted Person Borrower will not issue any EquityEquity Interests other than (a) shares of Borrower’s common stock and any options or warrants giving the holders thereof only the right to acquire such shares of common stock, provided that (i) Subsidiaries of Borrower and its wholly-owned Subsidiaries may issue Equity to Borrower and (iib) Subsidiaries shares of Parent and its wholly-owned Subsidiaries that Borrower’s preferred stock, which are not Subsidiaries of Borrower may issue additional common Equity treated as Indebtedness under GAAP, which cannot be redeemed for cash (whether such redemption is mandatory or contingent) prior to ParentMay 15, 2016, and which cannot be converted into any debt instrument prior to such date. No Subsidiary of Borrower will otherwise allow issue any diminution additional shares of Borrower’s its capital stock or other Equity (direct Interests or indirect) in any options, warrants or other rights to acquire such Subsidiary, and no Domestic Subsidiary of Parent (that is not additional shares or other Equity Interests except to Borrower or a wholly-owned Subsidiary of Borrower and is a Guarantor) will only to the extent not otherwise allow any diminution of Parent’s Equity (direct or indirect) in such Subsidiary. For purposes of clarification, nothing in this Agreement shall be construed to limit or otherwise restrict forbidden under the ability of Parent, at its sole discretion, to merge, consolidate or issue securities so long as, in the case of merger or consolidation, Administrative Agent is reasonably satisfied that the duties and obligations of Borrower hereunder are in no fashion modified thereby and so long as there is no Change of Controlterms hereof.

Limitation on Mergers, Issuances of Securities. No Restricted Except as expressly ---------------------------------------------- provided in this subsection no Related Person will merge or consolidate with or into any other business entity. Any Unrestricted Subsidiary may be merged into or consolidated with another Unrestricted Subsidiary (including any Restricted Subsidiary which in compliance herewith is designated as an Unrestricted Subsidiary in anticipation of such merger) or any other Person that is not a Related Person, except that (a) any Domestic Subsidiary of Borrower . Any Person may be merged into or consolidated with (i) another Domestic Subsidiary of Borrowera Restricted Subsidiary, so long as a Guarantor Restricted Subsidiary is the surviving business entityentity and no Default is caused by such merger and any guaranties then required by Article VI hereof are concurrently maintained or given, or (ii) Borrower, so long as no Default is caused by such merger and (A) Borrower is the surviving business entity or (B) the surviving entity (I) assumes in writing all Obligations of Borrower pursuant to documentation satisfactory to Administrative Agent, (II) on a pro-forma basis, is in compliance with Sections 5.2(m) and (b) any Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower) may be merged or consolidated with (i) a Domestic Subsidiary of Borrower, so long as a Guarantor and a Domestic Subsidiary is the surviving business entity, (ii) Borrower, so long as Borrower is the surviving business entity, or (iii) another Domestic Subsidiary of Parent (that is not a Subsidiary of Borrowern), so long as if either and (III) is then maintaining a BBB/Baa2 Debt Rating after giving effect to such merger or consolidation. Borrower will not hereafter issue any Equity Interests other than shares of such Domestic Subsidiaries is a Guarantor, a Guarantor is Non-Redeemable Stock and any options or warrants giving the surviving business entityholders thereof only the right to acquire Non-Redeemable Stock. No Restricted Person Subsidiary will hereafter issue any EquityEquity Interests, other than Permitted Preferred Trust Securities, and, to the extent not otherwise forbidden under the terms hereof, Equity Interests issued to another Related Person. Except as provided that (i) Subsidiaries of Borrower and its wholly-owned Subsidiaries may issue Equity to Borrower and (ii) Subsidiaries of Parent and its wholly-owned Subsidiaries that are not Subsidiaries of Borrower may issue additional common Equity to Parent. No in Section 5.2(f), no Restricted Subsidiary of Borrower which is a partnership will otherwise allow any diminution of Borrower’s Equity 's interest (direct or indirect) in such Subsidiary, and no Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower and is a Guarantor) will otherwise allow any diminution of Parent’s Equity (direct or indirect) in such Subsidiary. For purposes of clarification, nothing in this Agreement shall be construed to limit or otherwise restrict the ability of Parent, at its sole discretion, to merge, consolidate or issue securities so long as, in the case of merger or consolidation, Administrative Agent is reasonably satisfied that the duties and obligations of Borrower hereunder are in no fashion modified thereby and so long as there is no Change of Controltherein.

Limitation on Mergers, Issuances of Securities. No Restricted Person will merge or consolidate with or into any other Person, Person except that (a) any Domestic Subsidiary of Borrower may be merged into or consolidated with (i) another Domestic Subsidiary of Borrower, so long as a Guarantor is the surviving business entity, or (ii) Borrower, so long as Borrower is the surviving business entity entity, and (b) any Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower) Vantage II may be merged into or consolidated with (i) a Domestic any Subsidiary of Borrower pursuant to an Asset Acquisition in accordance with Section 7.7, or (ii) Borrower or any Subsidiary of Borrower, so long as a Guarantor and a Domestic (A) Borrower or such Subsidiary is the surviving business entityentity and (B) Borrower shall have delivered to Administrative Agent, at least five (ii5) Borrower, so long as Borrower Business Days prior to the date on which any such merger or consolidation is the surviving business entity, or (iii) another Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower), so long as if either of such Domestic Subsidiaries is a Guarantorto be consummated, a Guarantor is certificate (in form and detail satisfactory to Administrative Agent) of a Responsible Officer, certifying that all of the surviving business entity. No Restricted Person will issue any Equity, provided that requirements set forth in clauses (i) Subsidiaries through (iv) of the proviso in clause (b)(ii) of Section 7.7, mutatis mutandis, have been satisfied or will be satisfied on or prior to the consummation of such merger or consolidation. Borrower and will not issue any securities other than its wholly-owned Subsidiaries may issue Equity to Borrower and (ii) Subsidiaries of Parent and its wholly-owned Subsidiaries that are not Subsidiaries of Borrower may issue additional common Equity and any options or warrants to Parentpurchase its common Equity. No Subsidiary of Borrower will issue any additional shares of its Equity or other securities or any options, warrants or other rights to acquire such additional shares or other securities except to Borrower and only to the extent not otherwise forbidden under the terms hereof. No Subsidiary of Borrower which is a partnership will allow any diminution of Borrower’s Equity interest (direct or indirect) in such Subsidiary, and no Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower and is a Guarantor) will otherwise allow any diminution of Parent’s Equity (direct or indirect) in such Subsidiary. For purposes of clarification, nothing in this Agreement shall be construed to limit or otherwise restrict the ability of Parent, at its sole discretion, to merge, consolidate or issue securities so long as, in the case of merger or consolidation, Administrative Agent is reasonably satisfied that the duties and obligations of Borrower hereunder are in no fashion modified thereby and so long as there is no Change of Controltherein.

Limitation on Mergers, Issuances of Securities. No Restricted Person will merge or consolidate with or into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; except that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (a) Borrower or any Domestic Subsidiary may merge with a Person if Borrower (or such Subsidiary if Borrower is not a party to such merger) is the surviving Person, (b) any Subsidiary of Borrower may be merged into or consolidated with (i) another Domestic Subsidiary of Borrower, so long as a Guarantor is the surviving business entityentity if a Guarantor is party to such merger or consolidation, or (ii) Borrower, so long as Borrower is the surviving business entity and (b) any Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower) may be merged or consolidated with (i) a Domestic Subsidiary of Borrower, so long as a Guarantor and a Domestic Subsidiary is the surviving business entity, (iic) Borrowerany Subsidiary may sell, so long as transfer, lease or otherwise dispose of all or substantially all of its assets to Borrower is the surviving business entityor to another Subsidiary; provided, or (iii) another Domestic Subsidiary of Parent (however that is not a Subsidiary of Borrower), so long as if either of any party to such Domestic Subsidiaries disposition is a Guarantor, the Guarantor or Borrower shall be the acquirer of such assets, (d) any Subsidiary may liquidate or dissolve if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders and (e) a Guarantor is the surviving business entityQualifying IPO may be consummated. No Restricted Person will issue any Equity, provided that (i) Subsidiaries of Borrower may issue additional Equity to Borrower and its wholly-owned Subsidiaries may issue Equity to Borrower Subsidiaries, and (ii) Subsidiaries of Parent and its wholly-owned Subsidiaries that are not Subsidiaries of Borrower may issue additional common Equity to Parentits owners. No Subsidiary of Borrower will otherwise allow any diminution of Borrower’s Equity (direct or indirect) in such Subsidiary, and no Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower and is a Guarantor) will otherwise allow any diminution of Parent’s Equity (direct or indirect) in such Subsidiary. For purposes of clarification, nothing in this Agreement shall be construed to limit or otherwise restrict the ability of Parent, at its sole discretion, to merge, consolidate or issue securities so long as, in the case of merger or consolidation, Administrative Agent is reasonably satisfied that the duties and obligations of Borrower hereunder are in no fashion modified thereby and so long as there is no Change of Control.

Limitation on Mergers, Issuances of Securities. No Restricted Person Loan Party nor any of its respective Subsidiaries (which, for purposes of this Section 7.5 shall include Charter IV, Champion and Champion UK) will merge liquidate, dissolve, merge, consolidate or consolidate otherwise undergo a reorganization with or into any other Person (including any conveyance, transfer, lease or other Disposition (whether in one transaction or in a series of transactions) of all or substantially all of its assets to or in favor of any Person) (for purposes of this Section 7.5, a “fundamental transaction”), except that (ai) any Domestic Subsidiary of a Borrower may be merged undergo a fundamental transaction with or into or consolidated with (i) another Domestic Subsidiary of Borrower, Borrower so long as a Guarantor (a) the Borrower that is the surviving business entityentity expressly assumes the Obligations of the Borrower that does not survive pursuant to a supplement in form and substance reasonably acceptable to the Majority Lenders, or (ii) Borrower, so long as Borrower is the surviving business entity and (b) any Domestic Subsidiary each other Loan Party shall confirm its guarantee of Parent such surviving Borrower’s Obligation and the Liens that secure such guarantee, (that is not a Subsidiary of Borrowerc) may be merged or consolidated with (i) a Domestic Subsidiary of Borrower, so long as a Guarantor and a Domestic Subsidiary is the surviving business entityBorrower shall deliver to the Administrative Agent an officer’s certificate and opinion of counsel, each stating that such fundamental transaction and such supplement to this Agreement or any Security Document preserves with respect to the Borrower the enforceability of this Agreement, the guaranty and the Security Documents and the perfection of the Loans under the Security Documents and (iid) Borrowerthe Majority Lenders shall be satisfied in their reasonable discretion that such fundamental transaction will not result in any adverse tax consequences to the Loan Parties, so long as Borrower is the surviving business entityAdministrative Agent or any Lender; provided, however, no such fundamental transaction shall be permitted hereunder unless Borrowers shall have delivered no less than five (5) Business Days prior written notice to the Administrative Agent and the Borrowers and Subsidiaries shall have taken all actions necessary or (iii) another Domestic Subsidiary desirable to maintain the first lien perfected security interest of Parent (that is not a Subsidiary of Borrower), so long as if either of Administrative Agent in the Collateral affected by or subject to such Domestic Subsidiaries is a Guarantor, a Guarantor is the surviving business entity. No Restricted Person will issue any Equity, provided that (i) Subsidiaries of Borrower and its wholly-owned Subsidiaries may issue Equity to Borrower fundamental transaction and (ii) Subsidiaries Charter IV may be dissolved and liquidated into RAAM, as long as (a) the only liabilities of Parent Charter IV at the time of the dissolution or liquidation are liabilities in favor of the Loan Parties, (b) no payments (Cash, Cash Equivalents or otherwise) are made to any Person (other than RAAM) in connection therewith and its wholly-owned Subsidiaries (c) the Majority Lenders shall be satisfied in their reasonable discretion that are such fundamental transaction will not Subsidiaries of Borrower may issue additional common Equity result in any adverse tax consequences to Parentthe Loan Parties, the Administrative Agent or any Lender. No Subsidiary of Borrower any Loan Party which is a partnership will otherwise allow any diminution of Borrowersuch Loan Party’s Equity interest (direct or indirect) in therein. No Borrower or Subsidiary will issue any Equity or any options, warrants or other rights to acquire such Subsidiary, and no Domestic additional Equity. No Subsidiary of Parent (that is not a Subsidiary of any Borrower and which is a Guarantor) partnership will otherwise allow any diminution of Parentsuch Borrower’s Equity interest (direct or indirect) in such Subsidiary. For purposes of clarification, nothing in this Agreement shall be construed to limit or otherwise restrict the ability of Parent, at its sole discretion, to merge, consolidate or issue securities so long as, in the case of merger or consolidation, Administrative Agent is reasonably satisfied that the duties and obligations of Borrower hereunder are in no fashion modified thereby and so long as there is no Change of Controltherein.

Limitation on Mergers, Issuances of Securities. No Except as expressly provided in this section, no Restricted Person will merge or consolidate with or (a) enter into any other transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or acquire all or a substantial portion of the business, assets or operations of a Person (whether in a single transaction or a series of related transactions) of, or capital stock of, or be a party to any acquisition of, any Person, except (i) Permitted Investments and (ii) Permitted Acquisitions; or (b) sell, transfer, lease, exchange, alienate or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except for sales or transfers not prohibited under Section 7.5 hereof. Any Person, other than Borrower, that (a) any Domestic is a Subsidiary of Borrower may a Restricted Person may, however, be merged into or consolidated with (i) another Domestic Subsidiary of Borrowersuch Restricted Person, so long as a Guarantor Restricted Person is the surviving business entity, or (ii) Borrowersuch Restricted Person, so long as Borrower is the surviving business entity and (b) any Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower) may be merged or consolidated with (i) a Domestic Subsidiary of Borrower, so long as a Guarantor and a Domestic Subsidiary is the surviving business entity, (ii) Borrower, so long as Borrower is the surviving business entity, or (iii) another Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower), so long as if either of such Domestic Subsidiaries is a Guarantor, a Guarantor Restricted Person is the surviving business entity. No Restricted Person Borrower will not issue any Equity, provided that securities other than (i) Subsidiaries of Borrower limited partnership interests and its wholly-owned Subsidiaries may issue Equity any options or warrants giving the holders thereof only the right to Borrower and acquire such interests, (ii) Subsidiaries of Parent general partnership interests issued to LA GP and its wholly-owned Subsidiaries that are not Subsidiaries of Borrower may issue additional common Equity to Parent(iii) debt securities permitted by Section 7.1. No Subsidiary of Borrower will otherwise issue any additional shares of its capital stock or other securities or any options, warrants or other rights to acquire such additional shares or other securities except a direct Subsidiary of a Restricted Person may issue additional shares or other securities to such Restricted Person or to Borrower so long as such Subsidiary is a Wholly Owned Subsidiary of Borrower after giving effect thereto. No Subsidiary of Borrower which is a partnership will allow any diminution of Borrower’s Equity 's interest (direct or indirect) in such Subsidiary, and no Domestic Subsidiary of Parent (that is not a Subsidiary of Borrower and is a Guarantor) will otherwise allow any diminution of Parent’s Equity (direct or indirect) in such Subsidiarytherein. For purposes of clarification, nothing in this Agreement shall be construed to limit or otherwise restrict the ability of Parent, at its sole discretion, to merge, consolidate or issue securities so long as, in the case of merger or consolidation, Administrative Agent is reasonably satisfied that the duties and obligations of Borrower hereunder are in no fashion modified thereby and so long as there is no Change of Control.SECOND AMENDED AND RESTATED CREDIT AGREEMENT