Common use of Limitations on Fundamental Changes Clause in Contracts

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except: (a) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrower, provided that the Borrower shall be the continuing or surviving corporation, or (ii) with or into any one or more Restricted Subsidiaries of the Borrower, provided that the Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidation; (b) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Guarantor; and (d) sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 6.15.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, ) except: (a) (i) any Restricted Wholly-Owned Material Subsidiary of the Borrower may be merged merged, amalgamated or consolidated (i) with or into the Borrower, ; provided that (x) the Borrower shall be the continuing or surviving corporationentity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any one or more Restricted Subsidiaries of the Borrower, Subsidiary Guarantor; provided that (x) the Restricted Subsidiary or Restricted Subsidiaries Guarantor shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantoror simultaneously with such transaction, the continuing or surviving entity shall also be a Guarantor or become a Subsidiary Guarantor on and the effective date Borrower shall comply with Section 8.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of such merger or consolidationDefault shall have occurred and be continuing; (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Restricted Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 8.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding up or otherwise) to the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor; provided that, if with respect to any such disposition by any Non-Guarantor Subsidiary, the transferor consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) dispositions permitted by Section 10.5; (f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.11 in connection therewith); (g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the transferee continuing or surviving Person shall be the Borrower or shall be a such Subsidiary Guarantor and (ii) the continuing or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee surviving Person shall be the Borrower or a GuarantorWholly-Owned Material Subsidiary of the Borrower; and (dh) salessubject to compliance with Section 13.2, conveyancesthe Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, leases(ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, assignments, transfers with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or other dispositions Event of property, business or assets permitted under Section 6.15Default shall have occurred and be continuing.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, ) except: (a) (i) any Restricted Wholly-Owned Material Subsidiary of the Borrower may be merged merged, amalgamated or consolidated (i) with or into the Borrower, ; provided that (x) the Borrower shall be the continuing or surviving corporationentity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any one or more Restricted Subsidiaries of the Borrower, Subsidiary Guarantor; provided that (x) the Restricted Subsidiary or Restricted Subsidiaries Guarantor shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantoror simultaneously with such transaction, the continuing or surviving entity shall also be a Guarantor or become a Subsidiary Guarantor on and the effective date Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of such merger or consolidationDefault shall have occurred and be continuing; (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Restricted Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding up or otherwise) to the Borrower or any other Restricted Subsidiary of the BorrowerGuarantor; provided that, if with respect to any such disposition by any Non-Guarantor Subsidiary, the transferor consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) dispositions permitted by Section 11.5; (f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); (g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the transferee continuing or surviving Person shall be the Borrower or shall be a such Subsidiary Guarantor and (ii) the continuing or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee surviving Person shall be the Borrower or a GuarantorWholly-Owned Material Subsidiary of the Borrower; and (dh) salessubject to compliance with Section 14.2, conveyancesthe Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, leases(ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, assignments, transfers with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or other dispositions Event of property, business or assets permitted under Section 6.15Default shall have occurred and be continuing.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into any Qualified Subsidiary; provided, that a Qualified Subsidiary shall be the Borrowercontinuing or surviving corporation; (b) Hanover or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided, provided that the Borrower Hanover or such Qualified Subsidiary shall be the continuing or surviving corporation, the Administrative Agent is provided with written notice, and after giving effect thereto no Default or (ii) Event of Default would exist or reasonably be expected to be caused thereby and provided, further, that Hanover may not merge with or consolidate into any one or more Restricted Subsidiaries of the Borrower, provided that the Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidationSubsidiary; (bc) the Borrower or any Restricted Qualified Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, leaseassign, transfer or otherwise dispose of any or all of its assets to any Qualified Subsidiary; (d) any Unqualified Subsidiary may be merged or consolidated with or into any other Person other than Hanover and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person other than Hanover provided that, if merged or consolidated with or into a Qualified Subsidiary, the Borrower Qualified Subsidiary will remain as a ‘Qualified Subsidiary’ after the merger; (e) pursuant to the Equipment Lease Transactions; (f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, as contemplated by the TIDES Declaration of Trust; (g) any Restricted Subsidiary of the BorrowerHMS Entities may wind up, whether existing on dissolve (or created after suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets; (h) any merger, consolidation, amalgamation, liquidation, winding up, dissolution, conveyance, sale, lease, assignment, transfer, disposition or material change undertaken pursuant to the date Permitted International Reorganization; (i) any Qualified or Unqualified Subsidiary that sells, leases, assigns, transfers or otherwise disposes of this Agreementsubstantially all of its assets in accordance with the provisions of clauses (c) or (d) above may then dissolve, provided that if the transferor is a Guarantor, the transferee shall liquidate or be the Borrower or a Guarantorwound up; and (dj) salesany merger, conveyancesconsolidation, leasesamalgamation, assignmentsliquidation, transfers winding up, dissolution, conveyance, sale, lease, assignment, transfer, disposition or other dispositions material change that is undertaken in a series of propertysteps and that, business or assets after giving effect to all such steps, would be permitted under Section 6.15one or more of clauses (a) through (j) above.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter (i) Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all of its the property, business or assets, exceptassets of the Borrower and its Restricted Subsidiaries taken as a whole; except that: (aA) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrower, Borrower (provided that the Borrower shall be the continuing or surviving corporation, ) or (ii) with or into any one or more Restricted Wholly Owned Subsidiaries of the Borrower, Borrower (provided that the Restricted Wholly Owned Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity corporation and that, if either Subsidiary was a Guarantor, shall be party to the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidationAmended and Restated Subsdiary Guaranty); (bB) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Wholly Owned Subsidiary of the Borrower; provided that, if the transferor Borrower which is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets party to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a GuarantorAmended and Restated Subsdiary Guaranty; and (dC) salesany Subsidiary which is not a Loan Party may liquidate, conveyanceswind up or dissolve; provided, leasesin each case, assignments, transfers that no Default shall have occurred and be continuing at the time of such proposed transaction or other dispositions of property, would result therefrom. (ii) Materially change or depart from the business or assets permitted under Section 6.15operating activities presently conducted by the Borrower and its Restricted Subsidiaries taken as a whole.

Limitations on Fundamental Changes. Neither the Borrower No Loan Party shall, nor shall it permit any Restricted Subsidiary will enter to, directly or indirectly, merge or consolidate with or into any merger, consolidation or amalgamation, or liquidate, wind up other Person or dissolve itself or liquidate (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, ) except: (a) (i) any Restricted Subsidiary of the a Borrower may be merged merged, amalgamated or consolidated (i) with or into the Borrower, such Borrower (provided that the such Borrower shall be the continuing or surviving corporationentity or simultaneously with such transaction, the continuing or surviving entity shall become a Borrower and the Company shall comply with Section 9.12 in connection therewith) or (ii) any Subsidiary of the Company may be merged, amalgamated or consolidated with or into any one or more Restricted Subsidiaries of the Borrower, Subsidiary Loan Party (provided that the Restricted Subsidiary or Restricted Subsidiaries Loan Party shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantoror simultaneously with such transaction, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on Subsidiary Loan Party and the effective date of such merger or consolidationCompany shall comply with Section 9.12 in connection therewith); (b) any Subsidiary of the Borrower or any Restricted Subsidiary Company may sell, lease, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding up or otherwise) to the any Borrower and, after any such dissolution or winding up to any other Restricted Borrower by a Subsidiary of the Borrower; provided thatCompany, if the transferor is the Borrower such Subsidiary may be voluntarily liquidated, dissolved or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transactionwound-up; (c) dispositions permitted by Section 10.5; (d) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on Company may merge with or created after into the date of this AgreementPerson such Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that if the transferor is (i) a Guarantor, the transferee Subsidiary Loan Party shall be the Borrower continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a GuarantorSubsidiary Loan Party and the Company shall comply with Section 9.12 in connection therewith); and (de) sales, conveyances, leases, assignments, transfers any Person may merge into the Company or other dispositions of property, business any Subsidiary Loan Party in connection with a Permitted Acquisition; provided that the continuing or assets permitted under Section 6.15surviving Person shall be the Company or such Subsidiary Loan Party.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Restricted Qualified Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrowerany other Qualified Subsidiary; provided, provided that the Borrower a Qualified Subsidiary shall be the continuing or surviving corporation, ; (b) Holdings or (ii) any Qualified Subsidiary may be merged or consolidated with or into any one or more Restricted Subsidiaries other Person organized under a jurisdiction of the BorrowerUnited States with assets held primarily in the United States; provided, provided that the Restricted Holdings or such Qualified Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity corporation; the Agent is provided with written notice, and that, if either Subsidiary was a Guarantor, the continuing after giving effect thereto no Default or surviving entity shall also Event of Default would exist or reasonably be a Guarantor or become a Guarantor on the effective date of such merger or consolidationexpected to be caused thereby; (bc) the Borrower or any Restricted Qualified Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, leaseassign, transfer or otherwise dispose of any or all of its assets to the Borrower Holdings or any Restricted Qualified Subsidiary; (d) any Unqualified Subsidiary may be merged or consolidated with or into any other Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person provided that, if merged or consolidated with or into a Qualified Subsidiary, the Qualified Subsidiary will remain as a "Qualified Subsidiary" after the merger; (e) pursuant to the Equipment Lease Transactions; (f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, as contemplated by the TIDES Declaration of Trust; (g) any of the BorrowerHMS Entities may wind up, whether existing on dissolve (or created after the date suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of this Agreementits property, provided that if the transferor is a Guarantor, the transferee shall be the Borrower business or a Guarantorassets; and (dh) sales, conveyances, leases, assignments, transfers or other dispositions HCC may merge with another Subsidiary of property, business or assets permitted under Section 6.15Holdings in connection with the Restructuring.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, ----------------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Restricted Qualified Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrowerany other Qualified Subsidiary; provided, provided that the Borrower a Qualified Subsidiary -------- shall be the continuing or surviving corporation, ; (b) Holdings or (ii) any Qualified Subsidiary may be merged or consolidated with or into any one or more Restricted Subsidiaries other Person organized under a jurisdiction of the BorrowerUnited States with assets held primarily in the United States; provided, provided -------- that the Restricted Holdings or such Qualified Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity corporation; the Agent is provided with written notice, and that, if either Subsidiary was a Guarantor, the continuing after giving effect thereto no Default or surviving entity shall also Event of Default would exist or reasonably be a Guarantor or become a Guarantor on the effective date of such merger or consolidationexpected to be caused thereby; (bc) the Borrower or any Restricted Qualified Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, leaseassign, transfer or otherwise dispose of any or all of its assets to the Borrower Holdings or any Restricted Qualified Subsidiary; (d) any Unqualified Subsidiary may be merged or consolidated with or into any other Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person provided that, if merged or consolidated -------- with or into a Qualified Subsidiary, the Qualified Subsidiary will remain as a "Qualified Subsidiary" after the merger; (e) pursuant to the Equipment Lease Transactions; (f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of its property, business or a assets, as contemplated by the TIDES Declaration of Trust; (g) any of the BorrowerHMS Entities may wind up, whether existing on dissolve (or created after the date suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of this Agreementits property, provided that if the transferor is a Guarantor, the transferee shall be the Borrower business or a Guarantorassets; and (dh) sales, conveyances, leases, assignments, transfers or other dispositions HCC may merge with another Subsidiary of property, business or assets permitted under Section 6.15Holdings in connection with the Restructuring.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will Unless expressly permitted under this Agreement, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrower, Borrower (provided that the Borrower shall be the continuing or surviving corporation, ) or (ii) with or into any one or more Restricted other Subsidiaries of the Borrower, provided that the Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidation; (b) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) the Borrower may merge or consolidate with any Restricted Person, provided that (A) the Borrower is the surviving corporation of such merger or consolidation, (B) after giving effect thereto, no Default or Event of Default is in existence and (C) if such merger or consolidation had occurred on the first day of the period of four full fiscal quarters most recently ended prior to the date of such event, the Borrower would have been in compliance with subsection 7.1 during such period of four full fiscal quarters; and (d) any Subsidiary may be merged, consolidated or amalgamated with or into any Person, or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation, dissolution or otherwise) to any Person or may liquidate, wind up or dissolve itself if (A) after giving effect thereto, no Default or Event of Default is in existence and(B) if such merger, consolidation, amalgamation, sale, lease, transfer or other disposition had occurred on the Borrower or any Restricted Subsidiary first day of the Borrower, whether existing on or created after period of four fiscal quarters most recently ended prior to the date of this Agreement, provided that if the transferor is a Guarantorsuch event, the transferee shall be the Borrower or a Guarantor; and (d) sales, conveyances, leases, assignments, transfers or other dispositions would have been in compliance with subsection 7.1 during such period of property, business or assets permitted under Section 6.15four full fiscal quarters.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Restricted Qualified Subsidiary of the Borrower may be merged or consolidated (i) with or into the BorrowerHCC or any other Qualified Subsidiary; provided, provided that the Borrower HCC or a Qualified Subsidiary shall be the continuing or surviving corporation, ; (b) HCC or (ii) any Qualified Subsidiary may be merged or consolidated with or into any one or more Restricted Subsidiaries other Person organized under a jurisdiction of the BorrowerUnited States with assets held primarily in the United States; provided, provided that the Restricted HCC or such Qualified Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity corporation; the Agent is provided with written notice, and that, if either Subsidiary was a Guarantor, the continuing after giving effect thereto no Default or surviving entity shall also Event of Default would exist or reasonably be a Guarantor or become a Guarantor on the effective date of such merger or consolidationexpected to be caused thereby; (bc) the Borrower or any Restricted Qualified Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, leaseassign, transfer or otherwise dispose of any or all of its assets to the Borrower HCC or any Restricted Qualified Subsidiary; (d) any Unqualified Subsidiary may be merged or consolidated with or into any other Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person provided that, if merged or consolidated with or into a Qualified Subsidiary, the Borrower, whether existing on or created Qualified Subsidiary will remain as a "Qualified Subsidiary" after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Guarantormerger; and (de) sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 6.15pursuant to the Operative Agreements and Other Equipment Lease Operative Agreements.

Limitations on Fundamental Changes. Neither the (i) The Borrower nor any Restricted Subsidiary will not enter into any acquisition, merger, consolidation or amalgamation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease or enter into any sale-leaseback transaction, assign, transfer or otherwise dispose of all or substantially all of the property, business or assets of the Borrower except if after the occurrence thereof each of the following is satisfied: (A) The Borrower is the surviving entity in the case of any such merger, consolidation or amalgamation; (B) in the case of any acquisition, merger, consolidation or amalgamation or conveyance, sale, lease or entrance into any sale-leaseback transaction, assignment, transfer or disposition, upon giving effect thereto (x) no Default shall have occurred and be existing hereunder and (y) the Borrower is in compliance with the covenants set forth in Section 5.04 hereof. (ii) The Borrower will not permit any Guarantor to enter into any acquisition, merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (except that any Guarantor may be merged or consolidated with or into one or more Wholly-Owned Subsidiaries of the Borrower (provided that (A) such Wholly-Owned Subsidiary into which or with whom such Guarantor has been consolidated or has merged shall not have any Indebtedness or other Obligations and (B) the continuing or surviving corporation or entity shall become a party to the Guaranty)), or convey, sell, leaselease or enter into any sale-leaseback transaction, assign, transfer or otherwise dispose of, of all or substantially all of its such Guarantor’s property, business or assets, except: except charters or subcharters “in” or “out” of Collateral Vessels and charters “out” of Designated Vessels in compliance with Section 5.01 (a) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrowero)(ii), provided that where required by the Borrower terms of Section 5.01 (o)(iii), an Assignment of Charter together with notices and acknowledgments thereof, shall be the continuing or surviving corporation, or (ii) with or into any one or more Restricted Subsidiaries of the Borrower, provided that the Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity executed and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidation; (b) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) delivered to the Borrower Administrative Agent concurrently with the relevant Guarantor entering into such charters or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Guarantor; and (d) sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 6.15subcharters.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into any Qualified Subsidiary; provided, that a Qualified Subsidiary shall be the Borrowercontinuing or surviving corporation; (b) Holdings or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided, provided that the Borrower Holdings or such Qualified Subsidiary shall be the continuing or surviving corporation, the Administrative Agent is provided with written notice, and after giving effect thereto no Default or (ii) Event of Default would exist or reasonably be expected to be caused thereby and provided, further, that Holdings may not merge with or consolidate into any one or more Restricted Subsidiaries of the Borrower, provided that the Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidationSubsidiary; (bc) the Borrower or any Restricted Qualified Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, leaseassign, transfer or otherwise dispose of any or all of its assets to any Qualified Subsidiary; (d) any Unqualified Subsidiary may be merged or consolidated with or into any other Person other than Holdings and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person other than Holdings provided that, if merged or consolidated with or into a Qualified Subsidiary, the Borrower or any Restricted Qualified Subsidiary of the Borrower, whether existing on or created will remain as a `Qualified Subsidiary' after the date merger; (e) pursuant to the Equipment Lease Transactions; (f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of this Agreementits property, provided that if business or assets, as contemplated by the transferor is a Guarantor, the transferee shall be the Borrower or a GuarantorTIDES Declaration of Trust; and (dg) salesany of the HMS Entities may wind up, conveyancesdissolve (or suffer a liquidation or dissolution), leasesor convey, assignmentsassign, transfers transfer or other dispositions otherwise dispose of, all or substantially all of its property, business or assets permitted under Section 6.15assets.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Restricted Qualified Subsidiary of the Borrower may be merged or consolidated (i) with or into the BorrowerHCC or any other Qualified Subsidiary; provided, provided that the Borrower HCC or a Qualified Subsidiary shall be the continuing or surviving corporation, ; (b) HCC or (ii) any Qualified Subsidiary may be merged or consolidated with or into any one or more Restricted Subsidiaries other Person organized under a jurisdiction of the BorrowerUnited States with assets held primarily in the United States; provided, provided that the Restricted HCC or such Qualified Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity corporation; the Agent is provided with written notice, and that, if either Subsidiary was a Guarantor, the continuing after giving effect thereto no Default or surviving entity shall also Event of Default would exist or reasonably be a Guarantor or become a Guarantor on the effective date of such merger or consolidationexpected to be caused thereby; (bc) the Borrower or any Restricted Qualified Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, leaseassign, transfer or otherwise dispose of any or all of its assets to the Borrower HCC or any Restricted Qualified Subsidiary; (d) any Unqualified Subsidiary may be merged or consolidated with or into any other Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person provided that, if merged or consolidated with or into a Qualified Subsidiary, the Borrower, whether existing on or created Qualified Subsidiary will remain as a "Qualified Subsidiary" after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Guarantormerger; and (de) sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 6.15pursuant to the Operative Documents.

Limitations on Fundamental Changes. Neither Disposition of Assets. (a) Enter into any merger or consolidation with or into any Person, except (i) any Subsidiary of the Borrower nor may merge, consolidate or combine with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation), or with any Restricted one or more Subsidiaries of the Borrower (provided that, if any such transaction shall be between (A) a Subsidiary will enter and a wholly owned Subsidiary, the wholly owned Subsidiary shall be the continuing or surviving corporation and (B) a Subsidiary and an U.S. Subsidiary, the U.S. Subsidiary shall be the continuing or surviving corporation), and (ii) the Borrower may merge, consolidate or combine with or into any other Person (provided that (A) the Borrower shall be the continuing or surviving corporation, (B) no Default or Event of Default has occurred and is continuing, and (C) no Default or Event of Default would occur as a result of such merger, consolidation or amalgamation, or liquidate, wind up combination); (b) form any new Subsidiary; (c) liquidate or dissolve itself (or suffer any liquidation or dissolution), or ; (d) convey, sell, leaselease (other than leases of inventory entered into in the ordinary course of business), assign, transfer charter or otherwise dispose of, of all or substantially all of its property, business assets or assets, except: (a) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrower, business; provided that the Borrower shall be may transfer all or substantially all of the continuing assets of any of the Borrower's divisions to an existing or surviving corporationhereafter acquired U.S. Subsidiary, so long as (i) no Default or Event of Default has occurred and is continuing, (ii) no Default or Event of Default would occur as a result thereof, (iii) any and all such U.S. Subsidiaries shall, prior to any such transfers, enter into a valid, binding and enforceable (A) security agreement (granting KBK a first priority perfected security interest in such U.S. Subsidiaries of the types described in the Security Agreement) and take all other action necessary to grant to KBK a first priority security interest in such assets, and (B) guaranty agreement guarantying the payment and performance of the Obligations, in each case in form and substance acceptable to KBK, and (iv) in each instance each such U.S. Subsidiary promptly delivers an opinion of counsel acceptable to KBK in form, scope and substance acceptable to KBK with respect thereto, or (iie) with or except in the ordinary course of business, enter into any one arrangement, directly or more Restricted Subsidiaries of the Borrowerindirectly, provided that the Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidation; (b) whereby the Borrower or its applicable Subsidiary would sell or transfer any Restricted Subsidiary may sellproperties (other than real property), leaseeither now owned or thereafter acquired, transfer and then or otherwise dispose of thereafter lease as lessee such properties or any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower part thereof or any other Restricted Subsidiary of property (other than real property) to be used for substantially the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Guarantor; and (d) sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 6.15same purpose.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except: (a) any Restricted Subsidiary of the Borrower may be merged or consolidated with or into any Qualified Subsidiary; provided, that a Qualified Subsidiary shall be the continuing or surviving corporation; (b) Hanover or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided, that (i) with Hanover or into the Borrower, provided that the Borrower such Qualified Subsidiary shall be the continuing or surviving corporation, the Administrative Agent is provided with written notice, and after giving effect thereto no Default or Event of Default would exist and (ii) with in any merger or into any one or more Restricted Subsidiaries of the Borrowerconsolidation involving Hanover, provided that the Restricted Subsidiary or Restricted Subsidiaries shall Hanover must be the continuing or surviving entity and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidationcorporation; (bc) the Borrower or any Restricted Qualified Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, leaseassign, transfer or otherwise dispose of any or all of its assets to the Borrower Hanover or any Restricted Qualified Subsidiary; (d) any Unqualified Subsidiary may be merged or consolidated with or into any other Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person; provided that, if merged or consolidated with or into a Qualified Subsidiary, the Borrower, whether existing on or created Qualified Subsidiary will remain as a ‘Qualified Subsidiary’ after the date merger; (e) pursuant to the Equipment Lease Transactions; (f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of this Agreementits property, provided business or assets, as contemplated by the TIDES Declaration of Trust; (g) any Qualified or Unqualified Subsidiary that if sells, leases, assigns, transfers or otherwise disposes of substantially all of its assets in accordance with the transferor is provisions of subsection 8.5(c) or (d) may then dissolve, liquidate or be wound up; (h) any Investment expressly permitted by Section 8.10 may be structured as a Guarantormerger, the transferee shall be the Borrower consolidation or a Guarantoramalgamation; and (di) salesany merger, conveyancesconsolidation, leasesamalgamation, assignmentsliquidation, transfers winding up, dissolution, conveyance, sale, lease, assignment, transfer, disposition or other dispositions material change that is undertaken in a series of propertysteps and that, business or assets after giving effect to all such steps, would be permitted under Section 6.15one or more of subsection 8.5(a) through (h) above.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, ---------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Restricted Qualified Subsidiary of the Borrower may be merged or consolidated (i) with or into any other Qualified Subsidiary; provided, that a Qualified Subsidiary shall -------- be the Borrowercontinuing or surviving corporation; (b) Holdings or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided, provided that the Borrower Holdings -------- or such Qualified Subsidiary shall be the continuing or surviving corporation; the Administrative Agent is provided with written notice, and after giving effect thereto no Default or (ii) with Event of Default would exist or into any one or more Restricted Subsidiaries of the Borrower, provided that the Restricted Subsidiary or Restricted Subsidiaries shall reasonably be the continuing or surviving entity and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also expected to be a Guarantor or become a Guarantor on the effective date of such merger or consolidationcaused thereby; (bc) the Borrower or any Restricted Qualified Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, leaseassign, transfer or otherwise dispose of any or all of its assets to the Borrower Holdings or any Restricted Qualified Subsidiary; (d) any Unqualified Subsidiary may be merged or consolidated with or into any other Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person provided that, if merged or consolidated with or into a Qualified -------- Subsidiary, the Qualified Subsidiary will remain as a 'Qualified Subsidiary' after the merger; (e) pursuant to the Equipment Lease Transactions; (f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, as contemplated by the TIDES Declaration of Trust; (g) any of the BorrowerHMS Entities may wind up, whether existing on dissolve (or created after the date suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of this Agreementits property, provided that if the transferor is a Guarantor, the transferee shall be the Borrower business or a Guarantorassets; and (dh) sales, conveyances, leases, assignments, transfers or other dispositions HCC may merge with another Subsidiary of property, business or assets permitted under Section 6.15Holdings in connection with the Restructuring.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter (i) Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all of its the property, business or assets, exceptassets of the Borrower and its Restricted Subsidiaries taken as a whole; except that: (aA) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrower, Borrower (provided that the Borrower shall be the continuing or surviving corporation, ) or (ii) with or into any one or more Restricted Wholly Owned Subsidiaries of the Borrower, Borrower (provided that the Restricted Wholly Owned Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity corporation and that, if either Subsidiary was a Guarantor, shall be party to the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidationGuaranty); (bB) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Wholly Owned Subsidiary of the Borrower; provided that, if Borrower which is a party to the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transactionGuaranty; (cC) any Restricted Subsidiary which is not a Loan Party may sellliquidate, lease, transfer wind up or otherwise dispose of any or all of its assets dissolve; and (D) the respective Loan Parties party to the Permitted Merger may enter into the Permitted Merger; provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. (ii) Materially change or depart from the business or operating activities presently conducted by the Borrower and its Restricted Subsidiaries taken as a whole. (a) subject to customary qualifications, a favorable opinion of outside counsel to the Loan Parties, confirming (i) the effectiveness of the Merger (which opinion shall be based exclusively on evidence of such effectiveness as certified by the Delaware Secretary of State), (ii) the entry of an order by the Delaware Chancery Court dismissing the Franklin Lawsuit (which opinion shall be based exclusively upon evidence of such order as certified by an official of the Delaware Chancery Court), and (iii) the enforceability of this Agreement and the Loan Documents as of the time that the Merger is effective, and (b) a certificate, signed by an officer of each Loan Party, that no event has occurred and is continuing, or any Restricted Subsidiary would result from the Tender Offer or Merger or the transactions thereby contemplated, that constitutes a Default or Event of Default. Immediately upon consummation of the Permitted Merger, the Borrower will (a) cancel all its outstanding shares of capital stock and (b) issue new shares to the shareholders of Newco (as more fully described in Attachment 1 to Schedule XIV hereto), who would then be the sole shareholders of the Borrower, whether existing on or created after each with the date shareholding as set forth in item (4) of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Guarantor; and (d) sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 6.15Illustration to Attachment 1 to Schedule XIV hereto.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all of its property, business or assets, or engage in any businesses other than businesses engaged in by it on the Effective Date (or businesses reasonably related thereto), or make any material change in its method of conducting business on the Effective Date except: (a) any Restricted Subsidiary of the Borrower Company may be merged or consolidated (i) with or into the Borrower, Company (provided that the Borrower Company shall be the continuing or surviving corporation, ) or (ii) with or into any one or more Restricted Subsidiaries of the Borrower, Subsidiary Guarantors (provided that the Restricted Subsidiary Guarantor or Restricted Subsidiaries Subsidiary Guarantors shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidation; corporation); (b) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or any other Restricted Subsidiary of Guarantor; (c) BCP Holdings may be merged with and into the Borrower; Company (the "BCP/Company Merger"), provided that, if that (i) the transferor is the Borrower or a Guarantor, the transferee Company shall be the Borrower surviving corporation, (ii) no violation of or default under any material Requirement of Law or material Contractual Obligation applicable to Holdings, the Company or any of its Subsidiaries shall be occur as a Guarantor or result thereof, and (iii) within three Business Days after the consummation of the BCP/Company Merger, the Administrative Agent shall have received (with, where applicable, sufficient copies for each Lender) (A) the Holdings Security Agreement and the Holdings Pledge Agreement (together with an appropriate undated stock power), in each case executed and delivered by a duly authorized officer of a holding company parent ("New Holdings") of the Company created simultaneously with the consummation of the BCP/Company Merger, (B) an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which New Holdings shall become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets party to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if (C) from New Holdings, all certificates and documents of the transferor is a Guarantortype delivered by Holdings on the Effective Date and described in Section 5.1 and (D) the unqualified executed legal opinion of Cravath, Swaine & Xxxxx relating to the transferee matters described in the preceding clauses (A) and (B), which opinion shall be in form and substance satisfactory to the Borrower or a GuarantorAdministrative Agent; and (d) sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 6.15.

Limitations on Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary will enter Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (ai) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrower, Borrower (provided that the Borrower shall be the continuing or surviving corporation, ) or (ii) with or into any one or more Restricted wholly-owned Subsidiaries of the Borrower, Borrower (provided that the Restricted wholly-owned Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity corporation) and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date after giving effect to any of such merger transactions, no Default or consolidationEvent of Default shall exist; (bii) the Borrower or any Restricted wholly-owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted wholly-owned Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (ciii) any Restricted Subsidiary wholly owned special purpose acquisition corporation may sell, lease, transfer be merged with or otherwise dispose into any target of any or all of its assets to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Guarantoran Acquisition; and (div) salesthe Borrower may merge with and into a newly formed Delaware corporation for the purpose of changing its domicile provided that such merger will not otherwise result in any Default or Event of Default hereunder, conveyancesBorrower takes all steps necessary to maintain the continuous perfection and priority of Lender’s Liens hereunder and delivers an opinion of counsel to Lender that all Facility Documents, leasesthe Note, assignments, transfers or other dispositions of property, business or assets permitted under Section 6.15Warrant and Liens are enforceable in accordance with their terms and all Liens remain continuously perfected.