Common use of Merger and Sale of Assets Clause in Contracts

Merger and Sale of Assets. Merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.

Merger and Sale of Assets. Merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) The Borrower covenants and agrees that it will not, and will cause each Subsidiary and Unincorporated Venture to not, directly or indirectly sell, transfer or otherwise dispose of any of its assets (whether now owned or hereafter acquired, and including any interest in a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets joint venture or partnership) unless immediately prior to, and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to to, such transactionsale, transfer or other disposition, the Borrower, its Subsidiaries and Unincorporated Ventures are and will be in compliance with all covenants hereunder and there shall otherwise be no Default or Event of Default shall have occurred and be continuing;hereunder; and (cb) mergersThe Borrower covenants and agrees that it will not, consolidationsand will cause each Subsidiary and Unincorporated Venture to not, liquidationsmerge into or consolidate with any other Person; provided, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately however, if after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to any such merger or consolidation, (iiii) the business of the Borrower is the surviving Person or any Subsidiary or Unincorporated Venture, as appropriate, will not be materially changed and (ivii) immediately after giving effect the Borrower or any Subsidiary or Unincorporated Venture, as appropriate, will not be in default in respect of any of the covenants contained in any material agreement, including, without limitation, this Agreement, to such merger, no Default which the Borrower or Event of Default shall have occurred and any Subsidiary or Unincorporated Venture is a party or by which its property may be continuing;bound, (e1) any corporation, partnership or joint venture may merge or consolidate with the sale of inventory in Borrower, provided that the ordinary course of business; orBorrower shall be the continuing and surviving corporation, (f2) any sale of assets among Subsidiary may merge with or consolidate with any corporation, partnership or joint venture, provided that, unless such merger or consolidation shall be with the Loan Parties Borrower, such Subsidiary shall be the continuing and their Subsidiaries which is in surviving corporation, and (3) any Unincorporated Venture may merge with or consolidate with any corporation, partnership or joint venture, provided that, unless such merger or consolidation shall be with the ordinary course of business Borrower or is otherwise in compliance with all other provisions of this Agreementa Subsidiary, such Unincorporated Venture shall be the continuing and surviving person.

Merger and Sale of Assets. Merge The Company covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with or into any other Person, sell a Material Amount or sell, lease or transfer or otherwise dispose of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject assets to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any Person other Subsidiary of Borrower, provided that (i) the reduction than in the proportionate share ordinary course of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transactionbusiness, except that, if no Default or Event of Default shall have occurred and be continuing;then exist or immediately thereafter shall begin to exist: (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a Subsidiary (other than the Receivables Subsidiary) may merge with (a) the Company (provided that the Company shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary); (ii) the Company may sell, lease, transfer by Borrower or otherwise dispose of any of its Consolidated Subsidiaries assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of a Material Amount any of Assets its assets to (a) the Company, or (b) any Subsidiary (other than the Receivables Subsidiary); (iii) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) and (ii) immediately after giving effect above, the Company and any Subsidiary may sell accounts receivables and related rights to such transaction, no Default or Event of Default shall have occurred and be continuingthe Receivables Subsidiary in connection with the Permitted Receivables Facility; (div) a any merger or consolidation of Borrower with another Person if that constitutes an Acquisition permitted pursuant to paragraph 6E hereof; and (v) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and through (iv) above, the Company or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by the Company and all of its Subsidiaries in any fiscal year does not exceed an amount equal to ten percent (10.0%) of Consolidated Total Assets as of the end of the immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) preceding fiscal year. Notwithstanding the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other foregoing provisions of this Agreementparagraph 6D, the Company may, or may permit any Subsidiary to, sell, lease, transfer or otherwise dispose of its assets and the assets subject to such sale, lease, transfer or disposition shall not be subject to or included in any of the foregoing limitations of the preceding sentence if the net proceeds from such Disposition are, within 365 days of such sale, lease, transfer or disposition, are reinvested in productive assets of the Company or applied to the prepayment of the Notes or any other outstanding Indebtedness of the Company or any Subsidiary owed to a non-Affiliate ranking pari passu with or senior to the Notes. For purposes of foregoing sentence, the Company shall offer to prepay (not less than 30 or more than 60 days following such offer) the Notes on a pro rata basis at a price of 100% of the principal amount of the Notes to be prepaid (without any Yield-Maintenance Amount) together with interest accrued to the date of prepayment; provided that if any holder of the Notes declines such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to prepay made pursuant to this paragraph 6D shall be deemed to constitute a rejection of such offer by such holder. Whether or not such offers are accepted by holders, the entire principal amount of the Notes subject thereto shall be deemed to have been prepaid solely for purposes of this paragraph. Any prepayments of principal made pursuant to such offers shall be applied to scheduled payments of principal in inverse order of maturity.

Merger and Sale of Assets. Merge The Credit Parties will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Credit Parties and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, except, subject to Section 6.6the Credit Parties and the Restricted Subsidiaries may take the following actions: (a) a merger (i) if no Event of Default shall then exist or immediately thereafter will exist, any Borrower into a wholly-owned Subsidiary of may merge, amalgamate or consolidate with any Person so long as (A) such Borrower that has nominal assets and liabilities, is the primary purpose of which surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is to effect organized under the reincorporation of Borrower in another state laws of the United StatesStates or any State thereof, (y) expressly assumes such Borrower’s obligations under this Agreement and the other Credit Documents to which such Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Credit Party Obligations of such Borrower shall have confirmed that its obligations hereunder in respect of such Credit Party Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, such Borrower under this Agreement; provided, however, that such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied (1) it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations) and (2) any Successor Borrower qualifies as a directly eligible borrower of the Farm Credit Lenders then party to this Agreement (or, if applicable, replacement Farm Credit Lenders who have agreed to purchase the outstanding Loans and Commitments of such existing Farm Credit Lenders in accordance with the assignment provisions of Section 9.6(b)), (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with a Credit Party if such Credit Party is the surviving entity, (iii) any Restricted Subsidiary (other than a Borrower) may merge, amalgamate or consolidate with any other Person (other than a Credit Party); provided that a Restricted Subsidiary shall be the continuing or surviving entity and to the extent such continuing or surviving Restricted Subsidiary assumes the obligations under any Existing Senior Notes, such Restricted Subsidiary shall become a Guarantor of the Credit Party Obligations and deliver an executed Joinder Agreement and the documents required pursuant to Section 5.10(b), (iv) any Restricted Subsidiary (other than a Borrower) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4, and (v) any Restricted Subsidiary (other than a Borrower) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to the Parent, a Borrower or any other Restricted Subsidiary; (b) mergerany Restricted Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary of the Parent; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuinga Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) mergers, consolidations, liquidations, any Restricted Subsidiary (other than a Borrower) may liquidate or sales of all dissolve if the Parent determines in good faith that such liquidation or substantially all dissolution is in the best interests of the assets of a Subsidiary; provided that (i) any such transaction does Parent and is not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect materially disadvantageous to such transaction, no Default or Event of Default shall have occurred and be continuingthe Lenders; (d) a merger the Parent and its Restricted Subsidiaries may sell, transfer or consolidation otherwise dispose of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before or wind down the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuingNon-Core MWV Businesses; (e) the sale of inventory in Parent and its Restricted Subsidiaries may consummate the ordinary course of business; ortransactions contemplated by the Combination Agreement to occur on the Closing Date (including the Combination); (f) the Parent and its Restricted Subsidiaries (other than any sale Borrower) may consummate any other transaction permitted under Section 6.4 of assets among the Loan Parties Pro Rata Credit Agreement as in effect on the date hereof; provided, however, that if the Parent is the subject of any merger, amalgamation or consolidation, it shall have provided not less than five Business Days’ notice of such merger, amalgamation or consolidation, and their Subsidiaries which the Parent (or its successor) shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the ordinary course Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of business all necessary “know your customer” or is otherwise in compliance other similar checks under all applicable laws and regulations; and (g) any Borrower may merge or consolidate with all any other provisions of this AgreementBorrower.

Merger and Sale of Assets. Merge Nordson covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with or into any other Person, sell a Material Amount or sell, lease or transfer or otherwise dispose of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject assets (including by means of statutory division) to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any Person other Subsidiary of Borrower, provided that (i) the reduction than in the proportionate share ordinary course of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transactionbusiness, except that, if no Default or Event of Default shall have occurred then exist or immediately thereafter shall begin to exist: (a) any Subsidiary (other than the Receivables Subsidiary) may merge with (a) Nordson (provided that Nordson shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary); (b) Nordson may sell, lease, transfer or otherwise dispose of any of its assets (including by means of statutory division) to any Subsidiary (other than the Receivables Subsidiary) and be continuingany Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets (including by means of statutory division) to (a) Nordson, or (b) any Subsidiary (other than the Receivables Subsidiary); (c) mergersin addition to any sale, consolidationslease, liquidationstransfer, statutory division or sales of all other disposition permitted pursuant to clauses (a) and (b) above, Nordson and any Subsidiary may sell accounts receivables and related rights to the Receivables Subsidiary in connection with the Permitted Receivables Facility; (d) any merger or substantially all of consolidation that constitutes an Acquisition consummated by Nordson or any Subsidiary (other than the assets of a Receivables Subsidiary); provided that (i) any if such transaction does not involve Acquisition is a transfer by Borrower merger or its Consolidated Subsidiaries of consolidation with Nordson, Nordson shall be the surviving entity and if such Acquisition is a Material Amount of Assets and merger or consolidation with a Subsidiary, then the surviving entity shall be a Subsidiary on the consummation thereof; (ii) immediately after giving effect to the Board of Directors (or equivalent governing body) of the Person acquired shall have approved such transaction, Acquisition; and (iii) no Default or Event of Default shall have occurred and be continuing; (d) a merger then exist or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation immediately thereafter shall begin to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;exist; and (e) in addition to any sale, lease, transfer, statutory division or other disposition permitted pursuant to clauses (a) through (d) above, Nordson or any Subsidiary (other than the sale Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of inventory in any of its assets (including by means of statutory division) to any Person so long as the ordinary course aggregate amount of business; or all such assets sold, leased, transferred, divided or otherwise disposed of by Nordson and all of its Subsidiaries does not exceed an amount equal to eleven percent (f11.0%) of Consolidated Total Assets during any sale two consecutive fiscal years of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementNordson.

Merger and Sale of Assets. Merge Holdings shall not, and shall not permit any Subsidiary to, merge with or into or consolidate with any other Person or into any Personsell, sell lease, transfer or otherwise dispose of its assets (including, in each case, pursuant to a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated SubsidiaryDivision), except, subject to except that so long as no Default under Section 6.66.09 would result therefrom: (ai) any Subsidiary of a Borrower may merge with a Borrower, so long as such Borrower is the surviving Person, (ii) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets may merge with the Company, so long as the Company is the surviving Person, and liabilities(iii) Grace Holdings may merge with the Company, so long as the primary purpose of which Company is to effect the reincorporation of Borrower in another state of the United Statessurviving Person; (b) merger, consolidation or liquidation of a any Subsidiary of Borrower into Borrower (Holdings may merge with Borrower as the surviving corporation) or into any other another Subsidiary of Borrower, Holdings (provided that (i) the reduction any merger with a Borrower shall be done in the proportionate share accordance with Section 7.04(a)), or sell, lease, transfer or otherwise dispose of Borrower and its Subsidiaries in the total assets to another Subsidiary of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingHoldings; (c) mergersany Subsidiary of Holdings may sell, consolidationsexchange, liquidationslease, transfer or sales otherwise dispose of all or substantially all assets (other than Undeveloped Land) in the ordinary course of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingbusiness; (d) any Subsidiary of Holdings may sell, lease, transfer or otherwise dispose of assets (other than Undeveloped Land) to Third Parties so long as (i) the fair market value thereof on the date sold, leased, transferred or otherwise disposed of, together with the fair market value of all other assets sold, leased, transferred or otherwise disposed of to Third Parties pursuant to this clause (d) within the prior 12 months, does not represent more than 20% of the Consolidated Total Assets of Holdings at the end of the fiscal quarter most recently ended as of any date of determination and (ii) such assets, together with all other assets sold or otherwise disposed of to Third Parties pursuant to this clause (d) since the beginning of the most recently ended fiscal year did not contribute more than 10% of EBITDA, determined as of the four quarter period ending as of the most recent fiscal quarter with respect to which financial statements are required to be delivered pursuant to Section 6.01(a) or (b); provided that, notwithstanding the percentage limitations appearing in clauses (i) and (ii), above, sales or dispositions in excess thereof in a merger twelve month period may be made for cash if the proceeds of each such excess sale or consolidation disposition (net of taxes thereon) are fully utilized in the acquisition of Permitted Assets and/or applied to the repayment of Permitted Debt, in each case within 365 days from the date of such sale or disposition; (e) any Subsidiary of Holdings may (i) engage in Code §1031 like-kind exchanges with respect to Undeveloped Land, and (ii) sell, lease, transfer or otherwise dispose of Undeveloped Land to (A) any Subsidiary of Holdings, (B) a Person which is not (and after giving effect thereto will not be) a Subsidiary of a Borrower, solely in exchange for an Equity Interest in such Person (unless at the time thereof the intention was that such Person would sell such land in its undeveloped state or that any proceeds would be received on or with respect to such Equity Interest prior to the time such land is developed for commercial or residential purposes), or (C) Third Parties; provided that if in any twelve month period the aggregate fair market value of Undeveloped Land which is sold, leased, transferred or otherwise disposed of pursuant to this clause (C), is greater than $100,000,000, then, within 365 days from the date of each sale, lease, transfer or other disposition which resulted in the $100,000,000 threshold being exceeded, an amount equal to such excess (net of taxes thereon) shall be fully utilized in the acquisition of Permitted Assets and/or applied to the repayment of Permitted Debt; and (f) any Borrower may merge or consolidate with another corporation or other Person if (i) no Change in Control results therefrom, such Borrower will be the continuing or surviving entity and (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in no Default would exist immediately after giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.

Merger and Sale of Assets. Merge (A) La Quinta covenants and agrees that it will not, and will cause each Subsidiary and Unincorporated Venture to not, directly or consolidate with indirectly sell, transfer or into otherwise dispose of any Personof its assets (whether now owned or hereafter acquired, sell and including any interest in a Material Amount of Assets joint venture or liquidate or dissolve Borrower or any Consolidated Subsidiarypartnership) unless immediately prior to, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to to, such transactionsale, transfer or other disposition, La Quinta, its Subsidiaries and Unincorporated Ventures are and will be in compliance with all covenants hereunder and there shall otherwise be no Default or Event of Default shall have occurred and be continuing;hereunder; and (cB) mergersLa Quinta covenants and agrees that it will not, consolidationsand will cause each Subsidiary and Unincorporated Venture to not, liquidationsmerge into or consolidate with any other Person; provided, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately however, if after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to any such merger or consolidation, (iiii) Borrower is the surviving Person business of La Quinta or any Subsidiary or Unincorporated Venture, as appropriate, will not be materially changed and (ivii) immediately after giving effect La Quinta or any Subsidiary or Unincorporated Venture, as appropriate, will not be in default in respect of any of the covenants contained in any material agreement, including, without limitation, this Agreement, to such merger, no Default which La Quinta or Event of Default shall have occurred and any Subsidiary or Unincorporated Venture is a party or by which its property may be continuing;bound, (e1) Any corporation, partnership or joint venture may merge or consolidate with La Quinta, provided that La Quinta shall be the sale of inventory in the ordinary course of business; orcontinuing and surviving corporation, (f2) Any Subsidiary may merge with or consolidate with any sale of assets among corporation, partnership or joint venture, provided that, unless such merger or consolidation shall be with La Quinta, such Subsidiary shall be the Loan Parties continuing and their Subsidiaries which is in surviving corporation, and (3) Any Unincorporated Venture may merge with or consolidate with any corporation, partnership or joint venture, provided that, unless such merger or consolidation shall be with La Quinta or a Subsidiary, such Unincorporated Venture shall be the ordinary course of business or is otherwise in compliance with all other provisions of this Agreementcontinuing and surviving person.

Merger and Sale of Assets. Merge Borrower covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with or into any other Person, sell a Material Amount or sell, lease or transfer or otherwise dispose of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject assets (including by means of statutory division) to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any Person other Subsidiary of Borrower, provided that (i) the reduction than in the proportionate share ordinary course of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transactionbusiness, except that, if no Default or Event of Default shall have occurred then exist or immediately thereafter shall begin to exist: (a) any Subsidiary (other than the Receivables Subsidiary) may merge with Borrower (provided that Borrower shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary); (b) Borrower may sell, lease, transfer or otherwise dispose of any of its assets (including by means of statutory division) to any Subsidiary (other than the Receivables Subsidiary) and be continuingany Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets (including by means of statutory division) to (a) Borrower, or (b) any Subsidiary (other than the Receivables Subsidiary); (c) mergersin addition to any sale, consolidationslease, liquidationstransfer, statutory division or sales of all other disposition permitted pursuant to clauses (a) and (b) above, Borrower and any Subsidiary may sell accounts receivables and related rights to the Receivables Subsidiary in connection with the Permitted Receivables Facility; (d) any merger or substantially all of consolidation that constitutes an Acquisition consummated by Borrower or any Subsidiary (other than the assets of a Receivables Subsidiary); provided that (i) any if such transaction does not involve Acquisition is a transfer by merger or consolidation with Borrower, Borrower shall be the surviving entity and if such Acquisition is a merger or its Consolidated Subsidiaries of consolidation with a Material Amount of Assets and Subsidiary, then the surviving entity shall be a Subsidiary on the consummation thereof; (ii) immediately after giving effect to the Board of Directors (or equivalent governing body) of the Person acquired shall have approved such transaction, Acquisition; and (iii) no Default or Event of Default shall have occurred and be continuing; (d) a merger then exist or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation immediately thereafter shall begin to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;exist; and (e) in addition to any sale, lease, transfer, statutory division or other disposition permitted pursuant to clauses (a) through (d) above, Borrower or any Subsidiary (other than the sale Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of inventory in any of its assets (including by means of statutory division) to any Person so long as the ordinary course aggregate amount of business; or all such assets sold, leased, transferred, divided or otherwise disposed of by Borrower and all of its Subsidiaries does not exceed an amount equal to eleven percent (f11.0%) of Consolidated Total Assets during any sale two consecutive fiscal years of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementBorrower.

Merger and Sale of Assets. Merge No Company shall merge or consolidate with any other corporation or into sell, lease or transfer or otherwise, dispose of all or a substantial part of its assets to any PersonPerson or entity, sell a Material Amount except that if no Default Under This Agreement or Event of Assets Default shall then exist or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject immediately thereafter shall begin to Section 6.6exist: (a) any Subsidiary may merge with (i) Borrower (provided that Borrower shall be the continuing or surviving corporation) or (ii) any one (1) or more Pledgors, provided that either (A) the continuing or surviving corporation shall be a merger of Borrower into a whollyWholly-owned Owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is a Pledgor, or (B) after giving effect to effect any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries which are Pledgor shall own not less than the reincorporation of Borrower in another state same percentage of the United Statesoutstanding Voting Power of the continuing or surviving corporation as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Pledgors) owned of the merged Subsidiary immediately prior to such merger; (b) mergerany Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its assets to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect to any Wholly-Owned Subsidiary which is a Pledgor, or (iii) any Pledgor, of which Borrower and/or one or more Wholly-Owned Subsidiaries, which are Pledgors, shall own not less than the same percentage of Voting Power as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Pledgors) then own of the Subsidiary making such transactionsale, no Default lease, transfer or Event of Default shall have occurred and be continuingother disposition; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any Company may engage in any such transaction does not involve a transfer by conduct in connection with an Acquisition permitted pursuant to subsection 3D.01.2 hereof so long as the resulting Person is either Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingPledgor; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before may effectuate the effectiveness Holding Company Reorganization pursuant to subsection 3D.01.3 hereof and the Canadian Amalgamation pursuant to Section 5.15 of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;KeyBank Credit Agreement. (e) the sale of any Company may (i) sell, lease or transfer inventory in the ordinary course of business; or , or (fii) any sale dispose of obsolete or no longer useful equipment or other assets among the Loan Parties and their Subsidiaries which is of such Company in the ordinary course of business or is otherwise in compliance with so long as the aggregate amount of all other provisions such dispositions by all Companies does not exceed One Million Dollars ($1,000,000.00) during any fiscal year of this AgreementBorrower.

Merger and Sale of Assets. Merge The Borrower will not, without the prior written consent of the Required Lenders, merge or consolidate with any other corporation or into sell, lease or transfer or otherwise dispose of assets (other than in the ordinary course of business) during the term of this Agreement to any Person, sell a Material Amount of Assets or liquidate or dissolve nor shall the Borrower or permit any Consolidated Subsidiary, except, subject Company to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state take any of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, above actions; provided that (i) notwithstanding any of the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transactionforegoing limitations, if no Default or Event of Default shall have occurred and then exist or immediately thereafter will exist, the Consolidated Companies may take the following actions: (a) Any Consolidated Company may merge or consolidate with (i) the Borrower (provided that the Borrower shall be continuingthe continuing or surviving corporation) or (ii) any one or more other Subsidiaries provided that either the continuing or surviving corporation shall remain a Consolidated Company; (b) Any Consolidated Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) the Borrower, or (ii) any other Consolidated Company; (c) mergers, consolidations, liquidations, Any Consolidated Company may merge or sales of all or substantially all of consolidate with any other corporation as long as such Consolidated Company is the assets of a Subsidiarysurviving corporation; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;and (d) The Consolidated Companies may sell assets with a merger or consolidation net sales price not to exceed Two Hundred and Fifty Million Dollars ($250,000,000) in the aggregate during the term of Borrower this Agreement, and with another Person if respect to such assets to be sold, not more than Fifty Million Dollars (i$50,000,000) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation net sales price shall be realized other than from the sale of assets and an immediate leaseback of such assets. The right of the Consolidated Companies to transfer assets pursuant to sale and leaseback transactions described in this subsection (d) is conditioned upon Borrower's obligation to apply fifty percent (50%) of all net proceeds from such sale and leaseback transactions to permanently reduce the Revolving Credit Commitments under the terms of Section 2.3. Section 3. Section 7.9 of the Credit Agreement is amended to allow a sale of assets by Borrower (and/or assets of a Consolidated Company) and a leaseback of assets under the terms and conditions set forth in Section 7.3(d) of the Credit Agreement. Section 4. In consideration for the consents by the Required Lenders to this Amendment, the Borrower shall pay, concurrently with Administrative Agent's execution hereof, a one-time amendment fee equal to five one hundreths of one percent of the Total Commitments, payable to the Lenders which consent to this Amendment prior to its execution. Such fee shall be paid to the Administrative Agent for payment to such consenting Lenders on a pro rata basis. Section 5. All other documents executed and delivered in connection with the Credit Agreement are hereby amended to the extent necessary to conform to this Amendment. Except as specifically amended herein, the Credit Agreement shall remain unamended and in full force and effect. Section 6. Borrower represents and warrants that the execution and terms of this Amendment have been duly authorized by all necessary corporate action. Section 7. This Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee. Section 8. This Amendment may be executed in one or more Persons in giving effect counterparts, all of which shall, taken together, constitute one original. The parties agree that facsimile signatures shall be deemed to be and treated as original signatures of such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreementparties.

Merger and Sale of Assets. Merge or consolidate with or into any Personother Person or lease, sell a Material Amount or otherwise dispose of Assets all, or liquidate substantially all, of its property, assets (other than inventory, physical assets sold in the ordinary course of business or dissolve Borrower obsolete, worn out or excess property) or business to any Consolidated Subsidiary, except, subject to Section 6.6other Person except that: (a1) a merger the Borrower may merge or consolidate with or sell all of Borrower into a wholly-owned Subsidiary of Borrower that has nominal its assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrowersolvent corporation, provided that (i) the reduction surviving, continuing or resulting corporation (if not the Borrower) shall (x) expressly assume by a written instrument reasonably satisfactory to the Administrative Agent and the Lenders (which shall be provided with an opportunity to review and comment upon it prior to the consummation of any transaction) the due and punctual payment of the principal of all Obligations and the due performance and observance of all covenants, conditions and agreements on the part of the Borrower under this Agreement, (y) deliver to the Administrative Agent and the Lenders an opinion of counsel, in form and substance reasonably satisfactory to the proportionate share Administrative Agent and the Lenders, to the effect that such written instrument has been duly authorized, executed and delivered by such surviving, continuing or resulting corporation and constitutes a legal, valid and binding instrument enforceable against such surviving, continuing or resulting corporation in accordance with its terms, and to such further effects as the Administrative Agent and the Lenders may reasonably request, and (z) have an investment grade rating from Xxxxx'x Investors Service, Inc. and Standard & Poor's Rating Group, (ii) the surviving, continuing or resulting corporation shall be a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and (iii) immediately after such merger, consolidation or sale, no Default or Unmatured Default would exist; (2) any Subsidiary may merge into the Borrower or another Subsidiary which is a Wholly-Owned Subsidiary, and may sell, lease or otherwise dispose of any of its Subsidiaries in assets to the total assets of such Borrower or another Subsidiary which is a Wholly-Owned Subsidiary; (3) any Subsidiary may merge or consolidate with any entity other than the Borrower or another Subsidiary, provided that (i) the surviving, continuing or resulting Subsidiary (after intercompany eliminations) does not constitute entity shall be a Material Amount of Assets Subsidiary, and (ii) immediately after such merger or consolidation, no Default or Unmatured Default would exist; and (4) the Borrower may sell, lease or otherwise dispose of all or any part of its assets to any Person, and any Subsidiary may sell, lease or otherwise dispose of all or any part of its assets to any Person other than the Borrower or another Subsidiary, in each case for a consideration which represents the fair value at the time of such sale or other disposition, provided that immediately after such sale, lease or other disposition, no Default or Unmatured Default would exist; and provided, further, that neither the Borrower nor any Subsidiary shall sell, lease or otherwise dispose of any asset if, after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales the aggregate fair market value of all assets sold, leased or substantially all otherwise disposed of by the Borrower and its Subsidiaries in any fiscal year of the Borrower would exceed 15% of the Borrower's consolidated assets as of the beginning of such fiscal year. Without limiting clause (4) above, the Borrower will not permit AWG to (x) cease to be a SubsidiarySubsidiary of the Borrower; provided that or (y) sell all or any Substantial Portion (as defined below) of its assets. For purposes of the foregoing, "Substantial Portion" means, with respect to AWG, assets which (i) represent more than 20% of the consolidated tangible assets of AWG and its Subsidiaries as at the beginning of the fiscal year in which any such transaction does not involve a transfer by Borrower determination is to be made or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness are responsible for more than 20% of the merger or consolidation consolidated net earnings of AWG and its Subsidiaries for the fiscal year preceding the fiscal year in which any determination is to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreementmade.

Merger and Sale of Assets. Merge The Borrower will not, without the prior written consent of the Required Lenders, merge or consolidate with any other corporation or into sell, lease or transfer or otherwise dispose of all or, during any Persontwelve-month period, sell a Material Amount substantial part of Assets its assets (for purposes of this Section 8.4., substantial means assets sold, leased, transferred or liquidate otherwise disposed of other than in the ordinary course of business with a book value aggregating an amount greater than 15% of Consolidated Net Worth, determined by reference to the most recent audited Financial Report), to any person or dissolve entity other than in the ordinary course of business, nor will the Borrower permit any Restricted Subsidiary to take any of the above actions; provided that notwithstanding any of the foregoing limitations, if no Event of Default shall then exist or any Consolidated Subsidiaryimmediately thereafter will begin to exist, except, subject to Section 6.6:the Borrower and the Restricted Subsidiaries may take the following actions (none of which shall be included in calculating the percentage in the immediately preceding parenthetical): (a) Any Restricted Subsidiary may merge with (i) the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any one or more other Subsidiaries provided that either the continuing or surviving corporation shall be a Restricted Subsidiary or after giving effect to any merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilitiespursuant to this Section 8.4., the primary purpose of which is to effect Borrower and/or one or more Restricted Subsidiaries shall own not less than the reincorporation of Borrower in another state same percentage of the United Statesoutstanding Voting Stock of the continuing or surviving corporation as the Borrower and/or one or more Restricted Subsidiaries owned of the merged Restricted Subsidiary immediately prior to such merger; (b) mergerAny Restricted Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its assets to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Restricted Subsidiary or (iii) any Subsidiary of which the Borrower and/or one or more Restricted Subsidiaries shall own not less than the same percentage of Voting Stock as the Borrower and/or one or more Restricted Subsidiaries then own of the Restricted Subsidiary making such sale, lease, transfer or other disposition; (c) The Borrower may sell, lease, transfer or otherwise dispose of a substantial part of its assets to such transactionany Subsidiary, provided (i) that upon completion of a transaction described in this Section 8.4.(c), there shall exist no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect that upon completion of a transaction described in this Section 8.4.(c), the Subsidiary to such transactionwhich the Borrower's assets are sold, no Default leased, transferred or Event of Default otherwise disposed shall have occurred and be continuinga Restricted Subsidiary; (d) a merger or consolidation of The Borrower may merge with another Person if (i) no Change in Control results therefromany other corporation, (ii) provided that the Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is shall be the surviving Person corporation and (iv) immediately after giving effect shall be able to such merger, no Default or Event incur at least $1.00 of Default shall have occurred and be continuingFunded Debt under the provisions of this Agreement; (e) The Borrower or any of its Restricted Subsidiaries may sell assets to any Person provided that the sale Borrower or such Restricted Subsidiary is obligated to lease such assets from such Person within one hundred and eighty (180) days provided, however, that the aggregate book value of inventory such assets, together with the aggregate book value of all other assets sold in all such transactions during the ordinary course then previous twelve-month period shall not exceed an aggregate amount greater than 15% of businessConsolidated Net Worth determined by reference to the then most recent audited Financial Report; orand (f) any sale of The Borrower and its Subsidiaries may transfer the assets among which constitute their solid fiber partition division to the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementSonoco Joint Venture.

Merger and Sale of Assets. Merge or consolidate with or into any Personother Person or lease, sell a Material Amount or otherwise dispose of Assets all, or liquidate substantially all, of its property, assets (other than inventory, physical assets sold in the ordinary course of business or dissolve Borrower obsolete, worn out or excess property) or business to any Consolidated Subsidiary, except, subject to Section 6.6other Person except that: (a1) a merger the Borrower may merge or consolidate with or sell all of Borrower into a wholly-owned Subsidiary of Borrower that has nominal its assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrowersolvent corporation, provided that (i) the reduction surviving, continuing or resulting corporation (if not the Borrower) shall (x) expressly assume by a written instrument reasonably satisfactory to the Administrative Agent and the Lenders (which shall be provided with an opportunity to review and comment upon it prior to the consummation of any transaction) the due and punctual payment of the principal of all Obligations and the due performance and observance of all covenants, conditions and agreements on the part of the Borrower under this Agreement, (y) deliver to the Administrative Agent and the Lenders an opinion of counsel, in form and substance reasonably satisfactory to the proportionate share Administrative Agent and the Lenders, to the effect that such written instrument has been duly authorized, executed and delivered by such surviving, continuing or resulting corporation and constitutes a legal, valid and binding instrument enforceable against such surviving, continuing or resulting corporation in accordance with its terms, and to such further effects as the Administrative Agent and the Lenders may reasonably request, and (z) have an investment grade rating from Xxxxx’x Investors Service, Inc. and Standard & Poor’s Rating Group, (ii) the surviving, continuing or resulting corporation shall be a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and (iii) immediately after such merger, consolidation or sale, no Default or Unmatured Default would exist; (2) any Subsidiary may merge into the Borrower or another Subsidiary which is a Wholly-Owned Subsidiary, and may sell, lease or otherwise dispose of any of its Subsidiaries in assets to the total assets of such Borrower or another Subsidiary which is a Wholly-Owned Subsidiary; (3) any Subsidiary may merge or consolidate with any entity other than the Borrower or another Subsidiary, provided that (i) the surviving, continuing or resulting Subsidiary (after intercompany eliminations) does not constitute entity shall be a Material Amount of Assets Subsidiary, and (ii) immediately after such merger or consolidation, no Default or Unmatured Default would exist; and (4) the Borrower may sell, lease or otherwise dispose of all or any part of its assets to any Person, and any Subsidiary may sell, lease or otherwise dispose of all or any part of its assets to any Person other than the Borrower or another Subsidiary, in each case for a consideration which represents the fair value at the time of such sale or other disposition, provided that immediately after such sale, lease or other disposition, no Default or Unmatured Default would exist; and provided, further, that neither the Borrower nor any Subsidiary shall sell, lease or otherwise dispose of any asset if, after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales the aggregate fair market value of all assets sold, leased or substantially all otherwise disposed of by the Borrower and its Subsidiaries in any fiscal year of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness would exceed 15% of the merger or consolidation to one or more Persons in giving effect to Borrower’s consolidated assets as of the beginning of such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.fiscal year. 3099077v.3

Merger and Sale of Assets. Merge The Company shall not, nor shall it ------------------------- permit any of its Subsidiaries to, consolidate with or merge into any other corporation or entity, or convey, transfer or lease all or substantially all of the properties and assets of the Borrower and its Subsidiaries (measured on a consolidated basis) to any Person, except that a Subsidiary may merge or consolidate with another Subsidiary or into any Personwith the Company, sell and a Material Amount of Assets Subsidiary may convey, transfer or liquidate lease its properties to another Subsidiary or dissolve Borrower to the Company, and the Company or any Consolidated Subsidiaryof its Subsidiaries may consolidate or merge with another corporation or entity, exceptand a Person may consolidate with or merge into the Company or any of its Subsidiaries, subject to Section 6.6provided that: (a) after giving effect to any interim merger(s) consummated pursuant to the terms of the merger agreement in a transaction or series of transactions occurring substantially simultaneously with the merger with the Company or any of Borrower into its Subsidiaries, (i) if the merger involves a wholly-owned Subsidiary of Borrower that has nominal assets but does not involve the Company, a Subsidiary shall be the ultimate surviving entity, and liabilities(ii) if the merger involves the Company, the primary purpose of which is to effect Company shall be the reincorporation of Borrower ultimate surviving entity, and in another state each such case the surviving entity shall be after the merger a solvent corporation organized and existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default or Default shall have occurred happened and be continuing;; and (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation involves the Company, the Company has delivered to one the Administrative Agent a certificate signed by a Responsible Officer and an opinion of counsel, each stating that such consolidation or more Persons in giving effect to merger complies with this Section 7.2 and such merger or consolidationcertificate shall additionally ----------- state that, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course opinion of business; or (f) any sale the board of assets among directors of the Loan Parties and their Subsidiaries which Company, the transaction is in the ordinary course interest of business the Company and not disadvantageous to the Administrative Agent and the Lenders; provided, however, that the Company shall not convey or is otherwise transfer any assets to a Subsidiary solely for the purpose of improving the credit position of such Subsidiary in compliance with all other provisions of this Agreementorder to enable it to borrow money.

Merger and Sale of Assets. Merge The Company will not merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or nor permit any Consolidated SubsidiarySubsidiary to merge or consolidate with any other corporation or sell, exceptlease or transfer or otherwise dispose of all or, subject during any twelve (12) month period, a substantial part of its assets to any person or entity (except as otherwise provided herein); provided, however, if no Possible Default, Event of Default or Change of Control (as such term is defined in Section 6.6) shall then exist or immediately thereafter will begin to exist: (i) Any Consolidated Subsidiary may merge with (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower the Company (provided that has nominal assets and liabilities, the primary purpose of which is to effect Company shall be the reincorporation of Borrower in another state of the United States; (b) merger, consolidation continuing or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into (b) any one or more other Subsidiary of Borrower, Consolidated Subsidiaries provided that (i) either the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute continuing or surviving corporation shall be a Material Amount of Assets and (ii) immediately Wholly-Owned Consolidated Subsidiary, or after giving effect to any merger pursuant to this sub-clause (b), the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries owned of the merged Consolidated Subsidiary immediately prior to such transactionmerger, (ii) Any Consolidated Subsidiary may sell, no Default lease, transfer or Event otherwise dispose of Default shall have occurred and be continuing; any of its assets to (a) the Company, (b) any Wholly-Owned Consolidated Subsidiary or (c) mergersany Consolidated Subsidiary of which the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of Voting Stock as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries then own of the Consolidated Subsidiary making such sale, consolidationslease, liquidationstransfer or other disposition, (iii) The Company may sell the stock or assets of any Consolidated Subsidiary if such sale or other disposition is determined by the board of directors of the Company to be in the best interests of the Company and such sale is for a consideration which represents the fair value (as determined in good faith by the board of directors of the Company) thereof at the time of such sale of such stock or assets, (iv) The Company may merge with any other corporation, provided that the Company shall be the surviving corporation, (v) The Company or sales of any Consolidated Subsidiary may sell all or substantially all any part of the assets of any of its divisions or operations if such sale or other disposition is determined by the board of directors of the Company and/or such Consolidated Subsidiary, as the case may be, to be in the best interests of the Company and/or such Consolidated Subsidiary, as the case may be, and such sale is for a Subsidiary; provided that consideration which represents the fair value (ias determined in good faith by the board of directors of the Company) any thereof at the time of such transaction does not involve a transfer by Borrower sale or its Consolidated Subsidiaries other disposition of a Material Amount of Assets and (ii) immediately after giving effect to such transactionassets, no Default or Event of Default shall have occurred and be continuing;and (dvi) a merger The Company or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not any Subsidiary may sell or transfer a Material Amount of Assets measured before the effectiveness all or any part of the merger assets of any of its divisions or consolidation operations to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementSubsidiary.

Merger and Sale of Assets. Merge The Obligors will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Obligors and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, except, subject to Section 6.6the Obligors and the Restricted Subsidiaries may take the following actions: (a) (i) if no Event of Default shall then exist or immediately thereafter will exist, a merger Borrower may merge, amalgamate or consolidate with any Person so long as (A) such Borrower is the surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is organized under the laws of (1) in the case of any Lux Borrower, Luxembourg, (2) in the case of any U.K. Borrower, England and Wales, and (3) in the case of any German Borrower, Germany, (y) expressly assumes such Borrower’s obligations under this Agreement and the other Loan Documents to which such Borrower into is a wholly-owned party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to Administrative Agent and (z) each Guarantor of the Obligations shall have confirmed that its obligations hereunder in respect of such Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, such Borrower under this Agreement; provided, however, that such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by Administrative Agent or any Lender in order for Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations), (ii) any Restricted Subsidiary (other than Parent) may merge, amalgamate or consolidate with an Obligor if such Obligor is the surviving entity, (iii) any Restricted Subsidiary (other than an Obligor) may merge, amalgamate or consolidate with any other Person (other than an Obligor); provided that a Restricted Subsidiary shall be the continuing or surviving entity, (iv) any Restricted Subsidiary (other than an Obligor) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Borrower that has nominal Property permitted under this Section 6.4, (v) any Restricted Subsidiary (other than an Obligor) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to WestRock or any other Restricted Subsidiary, and liabilities(vi) WestRock may merge, amalgamate or consolidate with any Person so long as (A) WestRock is the primary purpose of which surviving entity, (B) if WestRock is to effect merging, amalgamating or consolidating with the reincorporation of Borrower in another state Parent, then the Parent is the surviving entity, or (C) the surviving entity (the “Successor WestRock”) (x) is organized under the laws of the United StatesStates or any State thereof and (y) expressly assumes WestRock ’s obligations under this Agreement and the other Loan Documents to which WestRock is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to Administrative Agent (it being understood that, if the foregoing conditions in clauses (x) and (y) are satisfied, then the Successor WestRock will automatically succeed to, and be substituted for, WestRock under this Agreement); provided, however, that WestRock shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of WestRock, and WestRock or Successor WestRock shall, promptly upon the request of Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by Administrative Agent or any Lender in order for Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; (b) mergerany Restricted Subsidiary (other than Parent) may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuinga Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of any Restricted Subsidiary (other than a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries Parent) may liquidate or dissolve if WestRock determines in good faith that such liquidation or dissolution is in the best interests of a Material Amount of Assets WestRock and (ii) immediately after giving effect is not materially disadvantageous to such transaction, no Default or Event of Default shall have occurred and be continuing;the Lenders; and (d) a merger WestRock and its Restricted Subsidiaries may sell, transfer or consolidation otherwise dispose of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount or wind down the Community Development and Land Management business of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementWestRock MWV.

Merger and Sale of Assets. Merge or consolidate with or into any Personother Person or lease, sell a Material Amount or otherwise dispose of Assets all, or liquidate substantially all, of its property, assets (other than inventory, physical assets sold in the ordinary course of business or dissolve Borrower obsolete, worn out or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporationexcess property) or into business to any other Subsidiary Person except that: the Borrower may merge or consolidate with or sell all of Borrowerits assets to any other solvent corporation, provided that (i) the reduction surviving, continuing or resulting corporation (if not the Borrower) shall (x) expressly assume by a written instrument reasonably satisfactory to the Administrative Agent and the Lenders (which shall be provided with an opportunity to review and comment upon it prior to the consummation of any transaction) the due and punctual payment of the principal of all Obligations and the due performance and observance of all covenants, conditions and agreements on the part of the Borrower under this Agreement, (y) deliver to the Administrative Agent and the Lenders an opinion of counsel, in form and substance reasonably satisfactory to the proportionate share Administrative Agent and the Lenders, to the effect that such written instrument has been duly authorized, executed and delivered by such surviving, continuing or resulting corporation and constitutes a legal, valid and binding instrument enforceable against such surviving, continuing or resulting corporation in accordance with its terms, and to such further effects as the Administrative Agent and the Lenders may reasonably request, and (z) have an investment grade rating from Xxxxx'x Investors Service, Inc. and Standard & Poor's Rating Group, (ii) the surviving, continuing or resulting corporation shall be a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and (iii) immediately after such merger, consolidation or sale, no Default or Unmatured Default would exist; any Subsidiary may merge into the Borrower or another Subsidiary which is a Wholly-Owned Subsidiary, and may sell, lease or otherwise dispose of any of its Subsidiaries in assets to the total assets of such Borrower or another Subsidiary which is a Wholly-Owned Subsidiary; any Subsidiary may merge or consolidate with any entity other than the Borrower or another Subsidiary, provided that (i) the surviving, continuing or resulting Subsidiary (after intercompany eliminations) does not constitute entity shall be a Material Amount of Assets Subsidiary, and (ii) immediately after such merger or consolidation, no Default or Unmatured Default would exist; and the Borrower may sell, lease or otherwise dispose of all or any part of its assets to any Person, and any Subsidiary may sell, lease or otherwise dispose of all or any part of its assets to any Person other than the Borrower or another Subsidiary, in each case for a consideration which represents the fair value at the time of such sale or other disposition, provided that immediately after such sale, lease or other disposition, no Default or Unmatured Default would exist; and provided, further, that neither the Borrower nor any Subsidiary shall sell, lease or otherwise dispose of any asset if, after giving effect to such transaction, no Default the aggregate fair market value of all assets sold, leased or Event otherwise disposed of Default shall have occurred by the Borrower and its Subsidiaries in any fiscal year of the Borrower would exceed 10% of the Borrower's consolidated assets as of the beginning of such fiscal year. Without limiting clause (4) above, the Borrower will not permit AWG to (x) cease to be continuing; a Subsidiary of the Borrower; or (y) sell all or any Substantial Portion (as defined below) of its assets. For purposes of the foregoing, "Substantial Portion" means, with respect to AWG, assets which (i) represent more than 20% of the consolidated tangible assets of AWG and its Subsidiaries as at the beginning of the fiscal year in which any determination is to be made or (ii) are responsible for more than 20% of the consolidated net earnings of AWG and its Subsidiaries for the fiscal year preceding the fiscal year in which any determination is to be made. Liens. Create, incur, assume or suffer to exist any Lien on (a) any Productive Property, (b) any Principal Transmission Facility or (c) mergersany shares of stock of any Subsidiary, consolidationsexcept: Liens for taxes, liquidationsassessments or governmental charges or levies on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty or, provided the Borrower or any Subsidiary knew or should have known of such Liens, are being actively contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on its books in accordance with Agreement Accounting Principles, Liens imposed by law, such as carriers', warehousemen's, operators', royalty, surface damages and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books in accordance with Agreement Accounting Principles, Liens incurred in the ordinary course of business (a) arising out of pledges or deposits under workmen's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, (b) to secure the performance of letters of credit, bids, tenders, sales contracts, leases (including rent security deposits), statutory obligations, surety, appeal and performance bonds, joint operating agreements or other similar agreements and other similar obligations not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property or (c) consisting of deposits which secure public or statutory obligations of the Borrower or any Subsidiary, or surety, custom or appeal bonds to which the Borrower or any Subsidiary is a party, or the payment of contested taxes or import duties of the Borrower or any Subsidiary, utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries, Liens on drilling equipment and facilities in order to secure the financing for the construction of such equipment and facilities not constructed as of the date hereof, provided that such financing is permitted pursuant to Section 6.4, attachment, judgment and other similar Liens arising in connection with court proceedings; provided the execution or other enforcement of such Liens is effectively stayed or the claims secured thereby are being actively contested in good faith and by appropriate proceedings; and provided, further, the Borrower or any Subsidiary knew or should have known of such Liens, Liens on property of a Subsidiary, provided such Liens secure only obligations owing to the Borrower or a Wholly-Owned Subsidiary, purchase money mortgages or other mortgages or other Liens on assets of the Borrower or any Subsidiary securing Indebtedness hereafter incurred by the Borrower or such Subsidiary for the acquisition of such assets, provided no such mortgage or other Lien shall extend to any other property (unless such mortgage or Lien is permitted under another clause of this Section 6.3.2) and the amount thereby secured shall not exceed the purchase price of such asset plus interest, if any, accrued thereon and shall be permitted pursuant to Section 6.4, Liens on property hereafter acquired (including shares of stock hereafter acquired of any Person (including any Person in which the Borrower or any Subsidiary already owns an interest)) existing at the time of acquisition and liens assumed by the Borrower or a Subsidiary as a result of a merger of another entity into the Borrower or a Subsidiary or the acquisition by the Borrower or a Subsidiary of the assets and liabilities of another entity, provided that in each case such Liens shall not have been created in anticipation of such transaction, any right which any municipal or governmental body or agency may have by virtue of any franchise, license, contract or statute to purchase, or designate a purchaser of or order the sale of, any property of the Borrower or any Subsidiary upon payment of reasonable compensation therefor or to terminate any franchise, license or other rights or to regulate the property and business of the Borrower or any Subsidiary, easements or reservations in respect of any property of the Borrower or any Subsidiary for the purpose of rights-of-way and similar purposes, reservations, restrictions, covenants, party wall agreements, conditions of record and other encumbrances (other than to secure the payment of money) and minor irregularities or deficiencies in the record and evidence of title, which in the reasonable opinion of the Borrower (at the time of the acquisition of the property affected or subsequently) will not interfere in any material way with the proper operation and development of the property affected thereby, Liens existing on the date hereof and set forth on Schedule 5.19, Liens on property to secure all or any part of the cost of construction, alteration or repair of any building, equipment or other improvement on all or any part of such property, including any pipeline, or to secure any Indebtedness incurred prior to, at the time of, or within 360 days after, the completion of such construction, alteration or repair to provide funds for the payment of all or substantially all any part of the assets such cost, rights of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower lessors under oil, gas or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory mineral leases arising in the ordinary course of business, any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses; or provided that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (f) any sale of assets among plus improvements on such property), Liens which may hereafter be attached to undeveloped real estate not containing oil or gas reserves presently owned by the Loan Parties and their Subsidiaries which is Borrower in the ordinary course of business or is the Borrower's real estate sales, development and rental activities, Liens not otherwise in compliance with all other provisions permitted by the foregoing clauses of this AgreementSection 6.3.2 securing Indebtedness in an aggregate principal amount which, at the time of incurrence, does not exceed 5% of Stockholders' Equity as of the end of the most recently completed fiscal quarter of the Borrower as shown on the consolidated balance sheet related thereto, and Liens not otherwise permitted by the foregoing clauses of this Section 6.3.2 in an aggregate principal amount in excess of 5% of Stockholders' Equity; provided that at the time such Lien is created, the Obligations will be secured pari passu with the obligations such Lien is securing pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Lenders (drafts of which documentation shall be furnished to the Administrative Agent and the Lenders sufficiently in advance to provide the Administrative Agent and the Lenders with an opportunity to review and comment upon it prior to the granting of any such Lien).

Merger and Sale of Assets. Merge The Borrower will not, without the prior written consent of the Required Lenders, merge or consolidate with any other corporation or into sell, lease or transfer or otherwise dispose of all or, during any Persontwelve-month period, sell a Material Amount any part of Assets its assets, to any person or liquidate entity other than in the ordinary course of business, nor will the Borrower permit any Restricted Subsidiary to take any of the above actions; provided that notwithstanding any of the foregoing limitations, if no Event of Default shall then exist or dissolve immediately thereafter will begin to exist, the Borrower or any Consolidated Subsidiary, except, subject to Section 6.6and the Restricted Subsidiaries may take the following actions: (a) Any Restricted Subsidiary may merge with (i) the Borrower (provided that the Borrower shall be the continuing or surviving corporation), (ii) any one or more other Subsidiaries provided that either the continuing or surviving corporation shall be a Restricted Subsidiary or after giving effect to any merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilitiespursuant to this Section 8.4., the primary purpose of which is to effect Borrower and/or one or more Restricted Subsidiaries shall own not less than the reincorporation of Borrower in another state same percentage of the United Statesoutstanding Voting Stock of the continuing or surviving corporation as the Borrower and/or one or more Restricted Subsidiaries owned of the merged Restricted Subsidiary immediately prior to such merger or (iii) any other Person as long as the Restricted Subsidiary is the surviving corporation or in the event the Restricted Subsidiary is not the surviving corporation, the surviving Person becomes a Restricted Subsidiary upon consummation of such merger and assumes all of the obligations of such Restricted Subsidiary under the Credit Documents upon consummation of such merger; (b) mergerAny Restricted Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its assets to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Restricted Subsidiary or (iii) any Subsidiary of which the Borrower and/or one or more Restricted Subsidiaries shall own not less than the same percentage of Voting Stock as the Borrower and/or one or more Restricted Subsidiaries then own of the Restricted Subsidiary making such sale, lease, transfer or other disposition; (c) The Borrower may sell, lease, transfer or otherwise dispose of an asset to such transactionany Subsidiary, provided (i) that upon completion of a transaction described in this Section 8.4(c), there shall exist no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect that upon completion of a transaction described in this Section 8.4(c), the Subsidiary to such transactionwhich the Borrower's assets are sold, no Default leased, transferred or Event of Default otherwise disposed shall have occurred and be continuinga Restricted Subsidiary; (d) a merger or consolidation of The Borrower may merge with another Person if (i) no Change in Control results therefromany other corporation, (ii) provided that the Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is shall be the surviving Person corporation and (iv) immediately after giving effect shall be able to such merger, no Default or Event incur at least $1.00 of Default shall have occurred and be continuingFunded Debt under Section 8.1 of this Agreement; (e) The Borrower and its Restricted Subsidiaries may transfer assets to a Permitted Joint Venture in an amount not to exceed the sale of inventory in the ordinary course of business; orJoint Venture Investment; (f) any sale The Borrower and its Restricted Subsidiaries may dispose of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business which are obsolete or worn out; (g) The Borrower and its Restricted Subsidiaries may transfer assets to one or more Permitted Securitization Subsidiaries so long as such transfer is otherwise made to consummate a Permitted Securitization Transaction; and (h) in compliance addition to amounts covered by clauses (a) through (g) above, the Borrower and its Restricted Subsidiaries may sell, lease or transfer assets with all other provisions an aggregate fair market value, during any fiscal year, not to exceed 25% of this Agreementthe Borrower's Consolidated Net Worth as of the end of the immediately preceding fiscal year.

Merger and Sale of Assets. Merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;; LA\4060806.14 (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.

Merger and Sale of Assets. Merge No Company shall merge, amalgamate or consolidate with or into any other Person, sell a Material Amount or sell, lease or transfer or otherwise dispose of Assets any assets to any Person other than in the ordinary course of business, except that, if no Default or liquidate Event of Default shall then exist or dissolve Borrower or any Consolidated Subsidiary, except, subject immediately thereafter shall begin to Section 6.6exist: (a) a merger Company (other than the Borrower) may merge with (i) the Borrower (provided that the Borrower shall be the continuing or surviving Person) or (ii) any one or more Guarantors of Borrower into a wholly-owned Subsidiary Payment (provided that at least one Guarantor of Borrower that has nominal assets and liabilities, Payment shall be the primary purpose of which is to effect the reincorporation of Borrower in another state of the United Statescontinuing or surviving Person); (b) mergera Company (other than the Borrower) may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its assets to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and or (ii) immediately after giving effect any Guarantor of Payment; (c) a Company (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Company; (d) a Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer useful in such transactionCompany’s business; (e) with respect to a merger, amalgamation or consolidation, Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; (f) the Borrower may consummate the New Jersey Real Property Disposition so long as (i) no Default or Event of Default shall have occurred and be continuing; (c) mergerscontinuing or would result therefrom, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to the consideration received for the New Jersey Real Property Disposition represents the fair market value thereof (as determined in good faith by the board of directors of the Borrower) and all of such transaction, consideration is paid in Dollars; (g) the Borrower may sell or dispose of its assets (not otherwise permitted hereunder) so long as: (i) no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness consideration received with respect to such disposition represents the fair market value of the merger or consolidation to one or more Persons assets being sold (as determined in giving effect to good faith by the board of directors of the Borrower) and all of such merger or consolidation, consideration is paid in Dollars; and (iii) Borrower is the surviving Person and aggregate amount of proceeds of all such dispositions for all Companies does not exceed Fifteen Million Dollars (iv$15,000,000) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;during the Commitment Period; and (e) the sale of inventory in the ordinary course of business; or (fh) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementDormant Subsidiary may be dissolved.

Merger and Sale of Assets. Merge or consolidate with or into or consolidate with, or permit any of its Subsidiaries to merge with or into or consolidate with, any other Person, sell a Material Amount or sell, lease, transfer or otherwise dispose of Assets any assets if the book value or liquidate or dissolve Fair Market Value (whichever is greater) of all Asset Dispositions by Borrower or and its Subsidiaries in any 12-month period exceeds 10% of Consolidated SubsidiaryEquity, exceptcalculated as of the end of the most recently ended fiscal quarter, subject to Section 6.6except that: (a) any Subsidiary may merge with Borrower (provided that Borrower shall be the continuing or surviving corporation) or with or into any domestic Wholly-Owned Subsidiary other than a merger of Borrower Non-Guarantor Subsidiary, except that a Non-Guarantor Subsidiary may merge with or into a whollyanother Non-owned Guarantor Subsidiary, and provided that such domestic Wholly-Owned Subsidiary of Borrower that has nominal assets and liabilities, shall be the primary purpose of which is to effect the reincorporation of Borrower in another state of the United Statescontinuing or surviving corporation; (b) mergerany Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of any of its assets to Borrower or a domestic Wholly-Owned Subsidiary other than a Non-Guarantor Subsidiary; (c) Borrower or any Subsidiary may dispose of (i) any assets which in the good faith judgment of Borrower into are obsolete or otherwise unproductive or (ii) any permitted investment of the type set forth in Section 7.3(a) or (l); (d) Borrower (may merge with another domestic corporation so long as Borrower as is the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, exists or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately would result after giving effect to the completion of such transaction, no Default or Event of Default shall have occurred merger and be continuing;such merger would otherwise qualify as a Permitted Acquisition; and (de) a merger or consolidation Dispositions of Borrower with another Person if notes and accounts receivable permitted pursuant to Section 7.5 shall be permitted. If the Net Proceeds Amount for any Transfer is, within 365 days after such Transfer, (i) no Change in Control results therefromapplied to a Debt Prepayment Application, (ii) Borrower does not transfer applied to or would otherwise constitute a Material Amount of Assets measured before the effectiveness of the merger Property Reinvestment Application or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is applied to any combination of the surviving Person foregoing clauses (i) and (iv) immediately after giving effect to ii), then such mergerTransfer, no Default or Event for the purpose of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in determining compliance with all other provisions of this AgreementSection 7.4, shall be deemed not to be an Asset Disposition.

Merger and Sale of Assets. Merge The Company will not merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or permit any Consolidated SubsidiarySubsidiary to merge or consolidate with any other corporation or sell, exceptlease or transfer or otherwise dispose of all or, subject during any twelve (12) month period, a substantial part of its assets to Section 6.6any person or entity (except as otherwise provided herein); provided, however, if no Possible Default, Event of Default or Change of Control (as such term is hereinafter defined) shall then exist or immediately thereafter will begin to exist: (i) Any Consolidated Subsidiary may merge with (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower the Company (provided that has nominal assets and liabilities, the primary purpose of which is to effect Company shall be the reincorporation of Borrower in another state of the United States; (b) merger, consolidation continuing or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into (b) any one or more other Subsidiary of Borrower, Consolidated Subsidiaries provided that (i) either the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute continuing or surviving corporation shall be a Material Amount of Assets and (ii) immediately Wholly-Owned Consolidated Subsidiary, or after giving effect to any merger pursuant to this sub-clause (b), the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries owned of the merged Consolidated Subsidiary immediately prior to such transactionmerger, (ii) Any Consolidated Subsidiary may sell, no Default lease, transfer or Event otherwise dispose of Default shall have occurred and be continuing; any of its assets to (a) the Company, (b) any Wholly-Owned Consolidated Subsidiary or (c) mergers, consolidations, liquidations, or sales any Consolidated Subsidiary of all or substantially all of which the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to Company and/or one or more Persons in giving effect to Wholly- Owned Consolidated Subsidiaries shall own not less than the same percentage of Voting Stock as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries then own of the Consolidated Subsidiary making such merger sale, lease, transfer or consolidation, other disposition, (iii) Borrower The Company may sell the stock or assets of any Consolidated Subsidiary if such sale or other disposition is determined by the surviving Person and (iv) immediately after giving effect board of directors of the Company to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course best interests of business; or the Company and such sale is for a consideration which represents the fair value (f) any sale as determined in good faith by the board of assets among the Loan Parties and their Subsidiaries which is in the ordinary course directors of business or is otherwise in compliance with all other provisions of this Agreement.the

Merger and Sale of Assets. Merge The Borrower will not merge or consolidate with any other corporation or into sell, lease or transfer or otherwise dispose of, whether in one transaction or in a series of transactions, all or substantially all of its properties or assets, to any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6except that: (ai) a merger of Borrower into a wholly-owned any Subsidiary of the Borrower that has nominal may merge or consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its properties or assets and liabilitiesto, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary or Subsidiaries of the Borrower, or merge or consolidate with the Borrower, provided that in the case of a merger or consolidation with the Borrower, (iA) the reduction Borrower shall be the continuing or surviving corporation, (B) immediately after such merger or consolidation, the Borrower would not, on a pro forma basis giving effect to such merger or consolidation, be in the proportionate share violation of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets Section 5.02(a)(ii), and (iiC) immediately after giving effect to such transaction, merger or consolidation no Default or Event of Default shall have occurred and be continuing; ; and (cii) mergersthe Borrower may merge or consolidate with any other corporation, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (iA) any the Borrower shall be the continuing or surviving corporation, (B) immediately after such transaction does not involve merger or consolidation, the Borrower would not, on a transfer by Borrower pro forma basis giving effect to such merger or its Consolidated Subsidiaries consolidation, be in violation of a Material Amount of Assets and Section 5.02(a)(ii), (iiC) immediately after giving effect to such transaction, merger or consolidation no Default or Event of Default shall have occurred and be continuing; , and (dD) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in after giving effect to such merger or consolidation, the rating by Xxxxx'x or Standard & Poor's in effect with respect to each debt and equity security of the Borrower (iiix) Borrower is will not be lowered by more than one rating subcategory from the surviving Person respective rating in effect immediately prior to giving effect to such merger or consolidation and (ivy) immediately will not be lower than BBB- (in the case of the Standard & Poor's rating) or Baa3 (in the case of the Xxxxx'x rating); provided that, after giving effect to such any merger, no Default consolidation or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is permitted hereunder no Change in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementControl shall have occurred.

Merger and Sale of Assets. Merge or (1) Merge, consolidate with or into sell substantially all of its assets to any Personother Person unless (i) all of the requirements set forth in the immediately succeeding paragraph have been satisfied, sell a Material Amount and (ii) the surviving entity, if not the Guarantor, is capable of Assets performing all the obligations of Guarantor hereunder, and shall execute and deliver to the Agent, in form and substance satisfactory to Agent, an instrument in writing expressly assuming all the obligations of the Guarantor hereunder; provided, however that, except as specifically set forth above, (x) any Person succeeding to the business of the Guarantor shall be the successor of the Guarantor hereunder, without the execution or liquidate or dissolve Borrower filing of any paper or any Consolidated Subsidiaryfurther act on the part of any of the parties hereto, exceptanything herein to the contrary notwithstanding, subject (y) nothing contained herein shall be deemed to release the Guarantor from any obligation in the event that the Guarantor continues to exist after the consummation of such transaction (other than if Guarantor continues to exist for the sole purpose of winding up and dissolving and the surviving entity has taken all of the actions and met all of the requirements of this Section 6.6:6(h)) and (z) the successor or surviving Person to the Guarantor shall execute such agreement(s) evidencing such succession and assumption as the Agent may request. (a2) a merger The Guarantor shall provide prior written notice to the Agent and each Noteholder of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) any merger, consolidation or liquidation succession pursuant to this Section 6(h). Notwithstanding the permissive provisions of a Subsidiary Section(h)(1) and the giving of Borrower into Borrower (such notice, the Guarantor shall not merge or consolidate with Borrower as the surviving corporation) or into any other Subsidiary of BorrowerPerson or permit any other Person to become a successor to the Guarantor’s business, provided that unless (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (iix) immediately after giving effect to such transaction, the covenant made pursuant to Section 6(h)(1) shall not have been breached (for purposes hereof, such covenant shall speak as of the date of the consummation of such merger, consolidation, or succession) and no event that, after notice or lapse of time, or both, would become a Guarantor Event of Default, Potential Event of Default, Event of Default or Event of Manager Default shall have occurred and be continuing; continuing and (cy) mergersthe Guarantor shall have delivered to the Agent an Officer’s Certificate stating that such consolidation, consolidationsmerger or succession and such agreement of assumption comply with this Section 6(h) and that all conditions precedent, liquidationsif any, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any for in this Guaranty relating to such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect have been complied with. In addition to such transactionthe foregoing, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to any such merger, no Default consolidation or Event succession of Default the Guarantor shall result in a Change of Control of the Guarantor, then the Noteholders shall have occurred and be continuing; (e) the sale of inventory rights set forth in the ordinary course of business; or (f) any sale of assets among Loan Agreement and the Loan Guaranteed Parties and their Subsidiaries which is in shall have the ordinary course of business or is otherwise in compliance with all other provisions of this Agreementrights set forth herein.

Merger and Sale of Assets. Merge The Borrower shall not, nor shall it permit any of its Subsidiaries to, merge or consolidate with or into any other Person, sell a Material Amount of Assets acquire by purchase or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of otherwise all or substantially all of the stock or assets of any Person, or sell, lease, transfer, or otherwise dispose of all or a Subsidiary; substantial part of its assets, or any assets which shall have contributed ten percent or more of consolidated Operating Earnings of the Borrower for the fiscal year then most recently ended, to any Person, provided that: (a) Bexxxx Xire & Cable Company may merge into Bexxxx Xnc. provided that (i) any such transaction does Bexxxx Xnc. has at the time of the merger no liabilities and no material operations except those related to the ownership of Bexxxx Wire & Cable Company, the merger would not involve otherwise cause a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default Default, and Bexxxx Xnc., if the successor entity, shall have occurred execute any assumption agreements reasonably requested by the Agent to confirm that Bexxxx Xnc. shall be bound by the terms of this Agreement and the Credit Documents as successor to Bexxxx Xire & Cable Company; (b) Any Subsidiary of the Borrower may merge or consolidate with the Borrower (provided that the Borrower shall be continuingthe successor corporation unless the purpose of such merger or consolidation is to effect a change in the State of incorporation of the Borrower) or with any one or more other Subsidiaries of the Borrower; (c) Any Subsidiary of the Borrower may sell, lease, dispose of, or otherwise transfer any of its assets to the Borrower or another Subsidiary of the Borrower and any Subsidiary of the Borrower that is not a Significant Subsidiary may sell, lease, dispose of, or otherwise transfer any of its assets to any Person for fair value; and (d) Any corporation not a merger Subsidiary of the Borrower may be merged into or consolidation consolidated with the Borrower or any of its Subsidiaries, or the Borrower with another or any of its Subsidiaries may acquire all or substantially all of the stock or assets of any Person if provided that, in the case of each such transaction, immediately thereafter and after giving effect thereto: (i) no Change the Borrower shall be in Control results therefrom, compliance with this Agreement; (ii) Borrower does not transfer a Material Amount in the case of Assets measured before the effectiveness of the any merger into or consolidation to one or more Persons in giving effect to such merger or consolidationwith the Borrower, the Borrower shall be the successor corporation; and (iii) if the consideration payable by the Borrower is or the surviving Person and Subsidiaries of the Borrower in connection with any such transaction shall consist, in whole or in part, of shares of stock of the Borrower (iv) except for liabilities to dissenting shareholders), the total number of shares of stock of the Document #0021220 30 Borrower having ordinary voting power for the election of directors issued or exchanged in connection with, or added to those outstanding as a result of, such transaction shall not exceed 40 percent of the total of such voting shares of the Borrower outstanding immediately after giving effect prior to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreementtransaction.

Merger and Sale of Assets. Merge No Company shall merge or consolidate with or into any other Person, sell a Material Amount or sell, lease or transfer or otherwise dispose of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject assets to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any Person other Subsidiary of Borrower, provided that (i) the reduction than in the proportionate share ordinary course of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transactionbusiness, except that, if no Default or Event of Default shall have occurred and be continuing;then exist or immediately thereafter shall begin to exist: (ca) mergers, consolidations, liquidations, any Subsidiary may merge or sales of all or substantially all of the assets of a Subsidiary; provided that consolidate with (i) any such transaction does not involve a transfer by Borrower the Issuer (provided that the Issuer shall be the continuing or its Consolidated Subsidiaries of a Material Amount of Assets and surviving Person) or (ii) immediately any one or more Subsidiary Guarantors, provided that either (A) the continuing or surviving Person shall be a wholly-owned Subsidiary that is a Subsidiary Guarantor, or (B) after giving effect to any merger pursuant to this sub-clause (ii), the Issuer and/or one or more wholly-owned Subsidiaries that are Subsidiary Guarantors shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as the Issuer and/or one or more wholly-owned Subsidiaries (that are Subsidiary Guarantors) owned of the merged Subsidiary immediately prior to such transactionmerger, no Default or Event of Default shall have occurred and be continuing;or (db) a merger the Issuer or consolidation any Subsidiary may sell, lease, contribute, transfer or otherwise dispose of Borrower with another Person if any of its assets to (i) no Change Issuer (in Control results therefromthe case of sales, leases, contributions, transfers or other dispositions by any Subsidiary), (ii) Borrower does not transfer any wholly-owned Subsidiary that is a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidationSubsidiary Guarantor, (iii) Borrower is the surviving Person and a Receivables Subsidiary (provided that such sales, leases, contributions, transfers or other dispositions are limited to Receivables Related Assets) or (iv) immediately after giving effect to any Subsidiary Guarantor, of which the Issuer and/or one or more wholly-owned Subsidiaries, that are Guarantors of Payment, shall own not less than the same percentage of Voting Power as the Issuer and/or one or more wholly-owned Subsidiaries (that are Subsidiary Guarantor) then own of the Subsidiary making such mergersale, no Default lease, contribution, transfer or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreementdisposition.

Merger and Sale of Assets. Merge No Company shall merge or consolidate with any other corporation or into sell, lease or transfer or otherwise, dispose of all or a substantial part of its assets to any PersonPerson or entity, sell a Material Amount except that if no Default Under This Agreement or Event of Assets Default shall then exist or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject immediately thereafter shall begin to Section 6.6exist: (a) any Subsidiary may merge with (i) Borrower (provided that Borrower shall be the continuing or surviving corporation) or (ii) any one (1) or more Pledgors, provided that either (A) the continuing or surviving corporation shall be a merger of Borrower into a whollyWholly-owned Owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is a Pledgor, or (B) after giving effect to effect any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries which are Pledgor shall own not less than the reincorporation of Borrower in another state same percentage of the United Statesoutstanding Voting Power of the continuing or surviving corporation as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Pledgors) owned of the merged Subsidiary immediately prior to such merger; (b) mergerany Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its assets to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect to any Wholly-Owned Subsidiary which is a Pledgor, or (iii) any Pledgor, of which Borrower and/or one or more Wholly-Owned Subsidiaries, which are Pledgors, shall own not less than the same percentage of Voting Power as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Pledgors) then own of the Subsidiary making such transactionsale, no Default lease, transfer or Event of Default shall have occurred and be continuingother disposition; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any Company may engage in any such transaction does not involve a transfer by conduct in connection with an Acquisition permitted pursuant to subsection 3D.01.2 hereof so long as the resulting Person is either Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingPledgor; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before may effectuate the effectiveness Holding Company Reorganization pursuant to subsection 3D.01.3 hereof and the Canadian Amalgamation pursuant to Section 5.15 of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;KeyBank Credit Agreement; and (e) the sale of any Company may (i) sell, lease or transfer inventory in the ordinary course of business; or , or (fii) any sale dispose of obsolete or no longer useful equipment or other assets among the Loan Parties and their Subsidiaries which is of such Company in the ordinary course of business or is otherwise in compliance with so long as the aggregate amount of all other provisions such dispositions by all Companies does not exceed One Million Dollars ($1,000,000.00) during any fiscal year of this AgreementBorrower.

Merger and Sale of Assets. Merge The Company shall not, nor shall it ------------------------- permit any of its Subsidiaries to, consolidate with or merge into any other corporation or entity, or convey, transfer or lease its properties and assets substantially as an entirety (measured on a consolidated basis) to any Person, except that a Subsidiary may merge or consolidate with another Subsidiary or into any Personwith the Company, sell and a Material Amount of Assets Subsidiary may convey, transfer or liquidate lease its properties to another Subsidiary or dissolve Borrower to the Company, and the Company or any Consolidated Subsidiaryof its Subsidiaries may consolidate or merge with another corporation or entity, exceptand a Person may consolidate with or merge into the Company or any of its Subsidiaries, subject to Section 6.6provided that: (a) after giving effect to any interim merger(s) consummated pursuant to the terms of the merger agreement in a transaction or series of transactions occurring substantially simultaneously with the merger with the Company or any of Borrower into its Subsidiaries, (i) if the merger involves a wholly-owned Subsidiary of Borrower that has nominal assets but does not involve the Company, a Subsidiary shall be the ultimate surviving entity, and liabilities(ii) if the merger involves the Company, the primary purpose of which is to effect Company shall be the reincorporation of Borrower ultimate surviving entity, and in another state each such case the surviving entity shall be after the merger a solvent corporation organized and existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default or Default shall have occurred happened and be continuing;; and (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation involves the Company, the Company has delivered to one the Administrative Agent a certificate signed by a Responsible Officer and an opinion of counsel, each stating that such consolidation or more Persons in giving effect merger complies with this Section 7.2 and that all conditions precedent herein ----------- provided for relating to such merger or consolidationtransaction have been complied with, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such mergercertificate shall additionally state that, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course opinion of business; or (f) any sale the board of assets among directors of the Loan Parties and their Subsidiaries which Company, the transaction is in the ordinary course interest of business the Company and not disadvantageous to the Administrative Agent and the Banks, provided, however, that the Company shall not convey or is otherwise transfer any assets to a -------- ------- Subsidiary for the purpose of improving the credit position of such Subsidiary in compliance with all other provisions of this Agreementorder to enable it to borrow money.

Merger and Sale of Assets. Merge The Company covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with or into any other Person, sell a Material Amount or sell, lease or transfer or otherwise dispose of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject assets to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any Person other Subsidiary of Borrower, provided that (i) the reduction than in the proportionate share ordinary course of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transactionbusiness, except that, if no Default or Event of Default shall have occurred and be continuing;then exist or immediately thereafter shall begin to exist: (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a Subsidiary (other than the Receivables Subsidiary) may merge with (a) the Company (provided that the Company shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary); (ii) the Company may sell, lease, transfer by Borrower or otherwise dispose of any of its Consolidated Subsidiaries assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of a Material Amount any of Assets its assets to (a) the Company, or (b) any Subsidiary (other than the Receivables Subsidiary); (iii) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) and (ii) immediately after giving effect above, the Company and any Subsidiary may sell accounts receivables and related rights to such transaction, no Default or Event of Default shall have occurred and be continuingthe Receivables Subsidiary in connection with the Permitted Receivables Facility; (div) a any merger or consolidation of Borrower with another Person if that constitutes an Acquisition permitted pursuant to paragraph 6E hereof; and (v) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and through (iv) above, the Company or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by the Company and all of its Subsidiaries in any fiscal year of the Company does not exceed an amount equal to ten percent (10.0%) of Consolidated Total Assets as of the end of the immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) preceding fiscal year. Notwithstanding the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other foregoing provisions of this Agreementparagraph 6D, the Company may, or may permit any Subsidiary to, sell, lease, transfer or otherwise dispose of its assets and the assets subject to such sale, lease, transfer or disposition shall not be subject to or included in any of the foregoing limitations of the preceding sentence if the net proceeds from such sale, lease, transfer or disposition are, within 365 days of such sale, lease, transfer or disposition, are reinvested in productive assets of the Company or applied to the prepayment of the Notes or any other outstanding Indebtedness of the Company or any Subsidiary owed to a non-Affiliate ranking pari passu with or senior to the Notes. For purposes of foregoing sentence, the Company shall offer to prepay (not less than 30 or more than 60 days following such offer) the Notes on a pro rata basis at a price of 100% of the principal amount of the Notes to be prepaid (without any Yield-Maintenance Amount) together with interest accrued to the date of prepayment; provided that if any holder of the Notes declines such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to prepay made pursuant to this paragraph 6D shall be deemed to constitute a rejection of such offer by such holder. Whether or not such offers are accepted by holders, the entire principal amount of the Notes subject thereto shall be deemed to have been prepaid solely for purposes of this paragraph. Any prepayments of principal made pursuant to such offers shall be applied to scheduled payments of principal in inverse order of maturity. (h) Paragraph 6G and Paragraph 6K of the Note Agreement are hereby amended by deleting such Paragraphs in their entirety and renumbering Paragraph 6H as Paragraph 6G and Paragraph 6I as Paragraph 6H. (i) Paragraph 7A(ii) of the Note Agreement is hereby amended by replacing such Paragraph in its entirety with the following:

Merger and Sale of Assets. Merge The Borrower shall not and shall not permit any Subsidiary to enter into any transaction of merger, consolidation, pooling of interest, joint venture, syndicate or consolidate other combination with any other Person or into sell, lease, transfer, contribute as capital, or otherwise dispose of all or a Substantial Part of the consolidated assets of the Borrower and all Subsidiaries or assets which shall have contributed a Substantial Part of Consolidated Net Earnings for any of the 3 fiscal years then most recently ended, in any single transaction or series of related transactions, to any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6except that: (a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving corporation, unless such merger is in connection with a merger Permitted Conversion Transaction, in which case such Subsidiary may be the surviving corporation so long as at the time of the completion of such Permitted Conversion Transaction (A) such Subsidiary assumes all of the Obligations of the Borrower into a wholly-owned in form and substance acceptable to the Agent, (B) such Subsidiary executes and/or delivers to the Agent the Security Agreement, Real Property Mortgages or modifications to the Real Property Mortgages in effect as of Borrower that has nominal assets the date of such Permitted Conversion Transaction and liabilitiessuch other agreements, instruments and documents requested by the Agent, including, without limitation, Uniform Commercial Code financing statements and title insurance policies, in form and substance satisfactory to the Agent, and (C) an opinion of counsel, acceptable to the Agent, is delivered to the Lenders confirming the due organization of such Subsidiary, the primary purpose of which is to effect the reincorporation of Borrower in another state enforceability of the United Statesagreements, instruments and documents described in (B) above, and such other matters as the Agent may reasonably request, or (ii) any one or more other Subsidiaries, provided that if any Loan Party is party to such merger, a Loan Party shall be the continuing or surviving corporation; (b) mergerany Subsidiary may sell, consolidation lease or liquidation otherwise dispose of a Subsidiary any of its assets to the Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuinganother Loan Party; (c) mergers, consolidations, liquidations, any Subsidiary may sell or sales otherwise dispose of all or substantially all of its assets subject to the assets conditions specified in Section 7.5 with respect to a sale of a the Stock of such Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;and (d) the Borrower may sell or otherwise dispose of its interests in AgraTech Seeds Inc., a merger Georgia corporation, provided, that (x) the Net Cash Proceeds of any such sale or consolidation of Borrower with another Person other disposition, if any, are contributed to the Borrower, or (iy) no Change such sale or disposition results in Control results therefromfavorable federal tax treatment, (ii) Borrower does not transfer or a Material Amount of Assets measured before the effectiveness federal tax deduction pursuant to Section 170 of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementCode.

Merger and Sale of Assets. Merge The Credit Parties will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary Person or sell, lease, transfer or otherwise dispose of, in one transaction or a series of Borrowertransactions, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the business or assets of the Credit Parties and their respective Restricted Subsidiaries (taken as a Subsidiary; provided that whole), whether now owned or hereafter acquired (i) excluding any such transaction does not involve a transfer by Borrower inventory or its Consolidated Subsidiaries other assets sold or disposed of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business); orprovided that, notwithstanding any of the foregoing limitations, the Credit Parties and the Restricted Subsidiaries may take the following actions: (fa) (i) if no Event of Default shall then exist or immediately thereafter will exist, any Borrower may merge, amalgamate or consolidate with any Person so long as (A) such Borrower is the surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is organized under the laws of the United States or any State thereof, (y) expressly assumes such Borrower’s obligations under this Agreement and the other Credit Documents to which such Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Credit Party Obligations of such Borrower shall have confirmed that its obligations hereunder in respect of such Credit Party Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, such Borrower under this Agreement; provided, however, that such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied (1) it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations) and (2) any sale Successor Borrower qualifies as a directly eligible borrower of assets among the Loan Parties Farm Credit Lenders then party to this Agreement (or, if applicable, replacement Farm Credit Lenders who have agreed to purchase the outstanding Loans and their Subsidiaries which is Commitments of such existing Farm Credit Lenders in accordance with the ordinary course of business or is otherwise in compliance with all other assignment provisions of this Agreement.Section 9.6(b)), (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with a Credit Party if such Credit Party is the surviving entity, (iii) any Restricted Subsidiary (other than a Borrower) may merge, amalgamate or consolidate with any other Person (other than a Credit Party); provided that a Restricted Subsidiary shall be the continuing or surviving entity and to the extent such continuing or surviving Restricted Subsidiary assumes the obligations under any Existing Senior Notes, such Restricted Subsidiary shall become a Guarantor of the Credit Party Obligations and deliver an executed Joinder Agreement and the documents required pursuant to Section 5.10(b), CHAR2\1695161v9

Merger and Sale of Assets. Merge The Company will not merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or nor permit any Consolidated SubsidiarySubsidiary to merge or consolidate with any other corporation or sell, exceptlease or transfer or otherwise dispose of all or, subject during any twelve (12) month period, a substantial part of its assets to Section 6.6any person or entity (except as otherwise provided herein); provided, however, if no Possible Default shall then exist or immediately thereafter will begin to exist: (i) Any Consolidated Subsidiary may merge with (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower the Company (provided that has nominal assets and liabilities, the primary purpose of which is to effect Company shall be the reincorporation of Borrower in another state of the United States; (b) merger, consolidation continuing or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into (b) any one or more other Subsidiary of Borrower, Consolidated Subsidiaries provided that (i) either the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute continuing or surviving corporation shall be a Material Amount of Assets and (ii) immediately Wholly-Owned Consolidated Subsidiary, or after giving effect to any merger pursuant to this sub-clause (b), the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries owned of the merged Consolidated Subsidiary immediately prior to such transactionmerger, (ii) Any Consolidated Subsidiary may sell, no Default lease, transfer or Event otherwise dispose of Default shall have occurred and be continuing; any of its assets to (a) the Company, (b) any Wholly-Owned Consolidated Subsidiary or (c) mergers, consolidations, liquidations, or sales any Consolidated Subsidiary of all or substantially all of which the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to Company and/or one or more Persons in giving effect to Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of Voting Stock as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries then own of the Consolidated Subsidiary making such merger sale, lease, transfer or consolidation, other disposition, (iii) Borrower The Company may sell the stock or assets of any Consolidated Subsidiary if such sale or other disposition is determined by the surviving Person board of directors of the Company to be in the best interests of the Company and such sale is for a consideration 20 which represents the fair value (ivas determined in good faith by the board of directors of the Company) immediately after giving effect to thereof at the time of such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business such stock or is otherwise in compliance with all other provisions of this Agreement.assets,

Merger and Sale of Assets. Merge The Credit Parties will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Credit Parties and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, except, subject to Section 6.6the Credit Parties and the Restricted Subsidiaries may take the following actions: (a) a merger (i) if no Event of Default shall then exist or immediately thereafter will exist, any Borrower into a wholly-owned Subsidiary of may merge, amalgamate or consolidate with any Person so long as (A) such Borrower that has nominal assets and liabilities, is the primary purpose of which surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is to effect organized under the reincorporation of Borrower in another state laws of the United StatesStates or any State thereof, (y) expressly assumes such Borrower’s obligations under this Agreement and the other Credit Documents to which such Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Credit Party Obligations of such Borrower shall have confirmed that its obligations hereunder in respect of such Credit Party Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, such Borrower under this Agreement); provided, however, that such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied (1) it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations) and (2) any Successor Borrower qualifies as a directly eligible borrower of the Farm Credit Lenders then party to this Agreement (or, if applicable, replacement Farm Credit Lenders who have agreed to purchase the outstanding Loans and Commitments of such existing Farm Credit Lenders in accordance with the assignment provisions of Section 9.6(b)), (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with a Credit Party if such Credit Party is the surviving entity, (iii) any Restricted Subsidiary (other than a Borrower) may merge, amalgamate or consolidate with any other Person (other than a Credit Party); provided that a Restricted Subsidiary shall be the continuing or surviving entity and to the extent such continuing or surviving Restricted Subsidiary assumes the obligations under any Existing Senior Notes, such Restricted Subsidiary shall become a Guarantor of the Credit Party Obligations and deliver an executed Joinder Agreement and the documents required pursuant to Section 5.10(b), (iv) any Restricted Subsidiary (other than a Borrower) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4, and (v) any Restricted Subsidiary (other than a Borrower) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to the ParentHoldco, a Borrower or any other Restricted Subsidiary and (vi) Holdco may merge, amalgamate or consolidate with any Person so long as (A) Holdco is the surviving entity or (B) the surviving entity (the “Successor Holdco”) (x) is organized under the laws of the United States or any State thereof and (y) expressly assumes Holdco’s obligations under this Agreement and the other Credit Documents to which Holdco is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that, if the foregoing conditions in clauses (x) and (y) are satisfied, then the Successor Holdco will automatically succeed to, and be substituted for, Holdco under this Agreement; provided, however, that Holdco shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of Holdco, and Holdco or Successor Holdco shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; (b) mergerany Restricted Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary of the Parent; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuinga Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) mergers, consolidations, liquidations, any Restricted Subsidiary (other than a Borrower) may liquidate or sales of all dissolve if the Parent determines in good faith that such liquidation or substantially all dissolution is in the best interests of the assets of a Subsidiary; provided that (i) any such transaction does Parent and is not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect materially disadvantageous to such transaction, no Default or Event of Default shall have occurred and be continuingthe Lenders; (d) a merger the Parent and its Restricted Subsidiaries may sell, transfer or consolidation otherwise dispose of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before or wind down the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuingNon-Core MWV Businesses; (e) the sale of inventory in Parent and its Restricted Subsidiaries may consummate the ordinary course of business; ortransactions contemplated by the Combination Agreement to occur on the Closing Date (including the Combination); (f) the ParentHoldco and its Restricted Subsidiaries (other than any sale Borrower) may consummate any other transaction permitted under Section 6.4 of assets among the Loan Parties Pro Rata Credit Agreement as in effect on the date hereofAmendment No. 2 Effective Date; provided, however, that if Holdco or the Parent is the subject of any merger, amalgamation or consolidation, it shall have provided not less than five Business Days’ notice of such merger, amalgamation or consolidation, and their Holdco or the Parent (or its successor) shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; and (g) any Borrower may merge or consolidate with any other Borrower; and (h) Holdco, the Parent and the other Restricted Subsidiaries which is in may consummate the ordinary course of business or is otherwise in compliance with all other provisions of this transactions contemplated by the KapStone Merger Agreement.

Merger and Sale of Assets. Merge or Not merge, consolidate with or into sell substantially all of its assets to any Personother Person unless (i) all of the requirements set forth in the immediately succeeding paragraph have been satisfied, sell a Material Amount and (ii) the surviving entity, if not the Guarantor, is capable of Assets performing all the obligations of Guarantor hereunder, shall execute and deliver to the Agent, in form and substance satisfactory to Agent, an instrument in writing expressly assuming all the obligations of the Guarantor hereunder; provided, however that, except as specifically set forth above, (x) any Person succeeding to the business of the Guarantor shall be the successor of the Guarantor hereunder, without the execution or liquidate or dissolve Borrower filing of any paper or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger further act on the part of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state any of the United States; parties hereto, anything herein to the contrary notwithstanding, (by) nothing contained herein shall be deemed to release the Guarantor from any obligation in the event that the Guarantor continues to exist after the consummation of such transaction and (z) the successor or surviving Person to the Guarantor shall execute such agreements evidencing such succession and assumption as the Agent may request. The Guarantor shall provide prior written notice to the Agent and each Noteholder of any merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (succession pursuant to this Section 6(h). Notwithstanding the foregoing, the Guarantor shall not merge or consolidate with Borrower as the surviving corporation) or into any other Subsidiary of BorrowerPerson or permit any other Person to become a successor to the Guarantor's business, provided that unless (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (iix) immediately after giving effect to such transaction, covenant made pursuant to Section 6(h) shall not have been breached (for purposes hereof, such covenant shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become a Guarantor Event of Default, Potential Event of Default, Event of Default or Event of Manager Default shall have occurred and be continuing; continuing and (cy) mergersthe Guarantor shall have delivered to the Agent an Officer's Certificate stating that such consolidation, consolidationsmerger or succession and such agreement of assumption comply with this Section 6(h) and that all conditions precedent, liquidationsif any, or sales of all or substantially all of provided for in this Guaranty relating to such transaction have been complied with. In addition to the assets of a Subsidiary; provided that (i) foregoing, if any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no the Guarantor shall result in a Change in of Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidationGuarantor, (iii) Borrower is then the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default Noteholders shall have occurred and be continuing; (e) the sale of inventory rights set forth in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.

Merger and Sale of Assets. Merge The Borrower will not, without the prior written consent of the Required Lenders, merge or consolidate with any other corporation or into sell, lease or transfer or otherwise dispose of all or, during any Persontwelve-month period, sell a Material Amount substantial part of Assets its assets (for purposes of this Section 8.4., substantial means assets sold, leased, transferred or liquidate otherwise disposed of other than in the ordinary course of business with a book value aggregating 77 an amount greater than 15% of Consolidated Net Worth, determined by reference to the most recent audited Financial Report), to any person or dissolve entity other than in the ordinary course of business, nor will the Borrower permit any Restricted Subsidiary to take any of the above actions; provided that notwithstanding any of the foregoing limitations, if no Event of Default shall then exist or any Consolidated Subsidiaryimmediately thereafter will begin to exist, except, subject to Section 6.6:the Borrower and the Restricted Subsidiaries may take the following actions (none of which shall be included in calculating the percentage in the immediately preceding parenthetical): (a) Any Restricted Subsidiary may merge with (i) the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any one or more other Subsidiaries provided that either the continuing or surviving corporation shall be a Restricted Subsidiary or after giving effect to any merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilitiespursuant to this Section 8.4., the primary purpose of which is to effect Borrower and/or one or more Restricted Subsidiaries shall own not less than the reincorporation of Borrower in another state same percentage of the United Statesoutstanding Voting Stock of the continuing or surviving corporation as the Borrower and/or one or more Restricted Subsidiaries owned of the merged Restricted Subsidiary immediately prior to such merger; (b) mergerAny Restricted Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its assets to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Restricted Subsidiary or (iii) any Subsidiary of which the Borrower and/or one or more Restricted Subsidiaries shall own not less than the same percentage of Voting Stock as the Borrower and/or one or more Restricted Subsidiaries then own of the Restricted Subsidiary making such sale, lease, transfer or other disposition; (c) The Borrower may sell, lease, transfer or otherwise dispose of a substantial part of its assets to such transactionany Subsidiary, provided (i) that upon completion of a transaction described in this Section 8.4.(c), there shall exist no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect that upon completion of a transaction described in this Section 8.4.(c), the Subsidiary to such transactionwhich the Borrower's assets are sold, no Default leased, transferred or Event of Default otherwise disposed shall have occurred and be continuinga Restricted Subsidiary; (d) a merger or consolidation of The Borrower may merge with another Person if (i) no Change in Control results therefromany other corporation, (ii) provided that the Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is shall be the surviving Person corporation and (iv) immediately after giving effect shall be able to such merger, no Default or Event incur at least $1.00 of Default shall have occurred and be continuingFunded Debt under the provisions of this Agreement; (e) The Borrower or any of its Restricted Subsidiaries may sell assets to any Person provided that the sale Borrower or such Restricted Subsidiary is obligated to lease such assets from such Person within one hundred and eighty (180) days provided, however, that the aggregate book value of inventory such assets, together with the aggregate book value of all other assets sold in all such transactions during the ordinary course then previous twelve-month period shall not exceed an aggregate amount greater than 15% of businessConsolidated Net Worth determined by reference to the then most recent audited Financial Report; orand (f) any sale of The Borrower and its Subsidiaries may transfer the assets among which constitute their solid fiber partition division to the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementSonoco Joint Venture.

Merger and Sale of Assets. Merge or The Company shall not, nor shall it permit any of its Subsidiaries to, consolidate with or merge into any other corporation or entity, or convey, transfer or lease its properties and assets substantially as an entirety (measured on a consolidated basis) to any Person, sell and the Company shall not permit any Person to consolidate with or merge into the Company, except that the Company may consolidate or merge with another corporation or entity, and a Material Amount of Assets Person may consolidate with or liquidate or dissolve Borrower or any Consolidated Subsidiarymerge into the Company, except, subject to Section 6.6provided that: (a) after giving effect to any interim merger(s) consummated pursuant to the terms of the merger agreement in a transaction or series of transactions occurring substantially simultaneously with the merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilitieswith the Company, the primary purpose of which is to effect Company shall be the reincorporation of Borrower in another state ultimate surviving entity and shall be after the merger a solvent corporation organized and existing under the laws of the United StatesStates of America, any State thereof or the District of Columbia; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default or Default shall have occurred happened and be continuing;; and (c) mergersthe Company has delivered to the Administrative Agent a certificate signed by a Responsible Officer and an opinion of counsel, consolidationseach stating that such consolidation or merger complies with this Section 7.2 and that all conditions precedent -44- 49 herein provided for relating to such transaction have been complied with, liquidationsand such certificate shall additionally state that, or sales of all or substantially all in the opinion of the assets board of a Subsidiary; provided that (i) any such directors of the Company, the transaction does is in the interest of the Company and not involve a transfer by Borrower disadvantageous to the Administrative Agent and the Banks, provided, however, the foregoing shall not be deemed to restrict or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a preclude the merger or consolidation of Borrower any Subsidiary with another Person if (i) no Change in Control results therefromor into the Company or any other Subsidiary, (ii) Borrower does not or the conveyance, transfer a Material Amount of Assets measured before the effectiveness or lease of the merger properties and assets of any Subsidiary substantially as an entirety (measured on a consolidated basis) to any other Subsidiary, if the requirements of subsection 7.2(a) and (b) shall have been met, and a certificate signed by a Responsible Officer and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or consolidation to one or more Persons in giving effect lease complies with this Section 7.2 and that all conditions precedent herein provided for relating to such merger or consolidationtransaction have been complied with, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) been delivered to the sale Administrative Agent in sufficient copies for each Bank, provided, further, that the Company shall not convey or transfer any assets to a Subsidiary for the purpose of inventory improving the credit position of such Subsidiary in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreementorder to enable it to borrow money.

Merger and Sale of Assets. Merge The Company will not merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or nor permit any Consolidated SubsidiarySubsidiary to merge or consolidate with any other corporation or sell, exceptlease or transfer or otherwise dispose of all or, subject during any twelve (12) month period, a substantial part of its assets to Section 6.6any person or entity (except as otherwise provided herein); provided, however, if no Possible Default shall then exist or immediately thereafter will begin to exist: (i) Any Consolidated Subsidiary may merge with (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower the Company (provided that has nominal assets and liabilities, the primary purpose of which is to effect Company shall be the reincorporation of Borrower in another state of the United States; (b) merger, consolidation continuing or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into (b) any one or more other Subsidiary of Borrower, Consolidated Subsidiaries provided that (i) either the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute continuing or surviving corporation shall be a Material Amount of Assets and (ii) immediately Wholly-Owned Consolidated Subsidiary, or after giving effect to any merger pursuant to this sub-clause (b), the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries owned of the merged Consolidated Subsidiary immediately prior to such transactionmerger, (ii) Any Consolidated Subsidiary may sell, no Default lease, transfer or Event otherwise dispose of Default shall have occurred and be continuing; any of its assets to (a) the Company, (b) any Wholly-Owned Consolidated Subsidiary or (c) mergersany Consolidated Subsidiary of which the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of Voting Stock as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries then own of the Consolidated Subsidiary making such sale, consolidationslease, liquidationstransfer or other disposition, (iii) The Company may sell the stock or assets of any Consolidated Subsidiary if such sale or other disposition is determined by the board of directors of the Company to be in the best interests of the Company and such sale is for a consideration which represents the fair value (as determined in good faith by the board of directors of the Company) thereof at the time of such sale of such stock or assets, (iv) The Company may merge with any other corporation, provided that the Company shall be the surviving corporation, (v) The Company or sales of any Consolidated Subsidiary may sell all or substantially all any part of the assets of any of its divisions or operations if such sale or other disposition is determined by the board of directors of the Company and/or such Consolidated Subsidiary, as the case may be, to be in the best interests of the Company and/or such Consolidated Subsidiary, as the case may be, and such sale is for a Subsidiary; provided that consideration which represents the fair value (ias determined in good faith by the board of directors of the Company) any thereof at the time of such transaction does not involve a transfer by Borrower sale or its Consolidated Subsidiaries other disposition of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;assets, (dvi) a merger The Company or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not any Subsidiary may sell or transfer a Material Amount of Assets measured before the effectiveness all or any part of the merger assets of any of its divisions or consolidation operations to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementSubsidiary.

Merger and Sale of Assets. Merge Holdings shall not, and shall not permit any Subsidiary to, merge with or into or consolidate with any other Person or into any Personsell, sell a Material Amount lease, transfer or otherwise dispose of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiaryits assets, except, subject to Section 6.6except that: (ai) a merger of Borrower into a wholly-owned any Subsidiary of a Borrower that has nominal assets may merge with a Borrower, so long as such Borrower is the surviving Person, (ii) Grace may merge with the Company, so long as the Company is the surviving Person and liabilities(iii) Grace Holdings may merge with the Company, so long as the primary purpose of which Company is to effect the reincorporation of Borrower in another state of the United Statessurviving Person; (b) merger, consolidation or liquidation of a any Subsidiary of Borrower into Borrower (Holdings may merge with Borrower as the surviving corporation) or into any other another Subsidiary of Borrower, Holdings (provided that (i) the reduction any merger with a Borrower shall be done in the proportionate share accordance with Section 7.04(a)), or sell, lease, transfer or otherwise dispose of Borrower and its Subsidiaries in the total assets to another Subsidiary of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect Holdings or to such transaction, no Default or Event of Default shall have occurred and be continuingHoldings; (c) mergersHoldings or any of its Subsidiaries may sell, consolidationsexchange, liquidationslease, transfer or sales otherwise dispose of all or substantially all assets (other than Undeveloped Land) in the ordinary course of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingbusiness; (d) Holdings or any of its Subsidiaries may sell, lease, transfer or otherwise dispose of assets (other than Undeveloped Land) to Third Parties so long as (i) the fair market value thereof on the date sold, leased, transferred or otherwise disposed of, together with the fair market value of all other assets sold, leased, transferred or otherwise disposed of to Third Parties pursuant to this clause (d) within the prior 12 months, does not represent more than 20% of the Consolidated Total Assets of Holdings and (ii) such assets, together with all other assets sold or otherwise disposed of to Third Parties pursuant to this clause (d) did not contribute more than 10% of EBITDA, determined as of the four quarter period ending as of the most recent fiscal quarter with respect to which financial statements are required to be delivered pursuant to Section 6.01(a) or (b); provided that, notwithstanding the percentage limitations appearing in clauses (i) and (ii), above, sales or dispositions in excess thereof in a merger twelve month period may be made for cash if the proceeds of each such excess sale or consolidation disposition (net of taxes thereon) are fully utilized in the acquisition of Permitted Assets and/or applied to the repayment of Permitted Debt, in each case within 365 days from the date of such sale or disposition; (e) Holdings or any of its Subsidiaries may (i) engage in Code §1031 like-kind exchanges with respect to Undeveloped Land, and (ii) sell, lease, transfer or otherwise dispose of Undeveloped Land to (A) any Borrower or any of its Subsidiaries, (B) a Person which is not (and after giving effect thereto will not be) a Subsidiary of a Borrower, solely in exchange for an equity interest in such Person (unless at the time thereof the intention was that such Person would sell such land in its undeveloped state or that any proceeds would be received on or with respect to such equity interest prior to the time such land is developed for commercial or residential purposes), or (C) Third Parties; provided that if in any twelve month period the aggregate fair market value of Undeveloped Land which is sold, leased, transferred or otherwise disposed of pursuant to this clause (C), is greater than $100,000,000, then, within 365 days from the date of each sale, lease, transfer or other disposition which resulted in the $100,000,000 threshold being exceeded, an amount equal to such excess (net of taxes thereon) shall be fully utilized in the acquisition of Permitted Assets and/or applied to the repayment of Permitted Debt; and (f) any Borrower may merge or consolidate with another corporation or other Person if (i) no Change in Control results therefrom, such Borrower will be the continuing or surviving entity and (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in no Default would exist immediately after giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.. CHAR1\1436963v5

Merger and Sale of Assets. Merge If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or consolidate subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, another corporation when the primary purpose of which Company is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as not the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of a Subsidiary; provided such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of Warrant Shares or other marketable securities of the successor corporation resulting from such Merger Event, equivalent in rights and value to that which would have been issuable if the Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of Warrant Shares purchasable) shall be applicable as nearly as practicable in relation to any shares of stock, securities or assets thereafter deliverable upon exercise thereof. Notwithstanding the foregoing, at the election of the Warrantholder, the Company shall purchase the unexercised portion of this Warrant for cash upon the closing of any Merger Event in which the Warrantholder does not receive securities which are either (i) any such transaction does not involve a transfer by Borrower immediately publicly saleable without further registration or its Consolidated Subsidiaries of a Material Amount of Assets and delay or (ii) immediately after giving effect registrable on the same terms as set forth in Section 9(e) hereof in an amount equal to such transaction, no Default or Event (x) the Fair Market Value of Default shall any consideration that would have occurred and be continuing; (d) a merger or consolidation been received by the Warrantholder had the Warrantholder exercised the unexercised portion of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured this Warrant immediately before the effectiveness record date for determining the shareholders entitled to participate in the proceeds of the merger or consolidation to one or more Persons in giving effect to such merger or consolidationMerger Event, less (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (ey) the sale of inventory aggregate Exercise Price, but in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreementno event less than zero.

Merger and Sale of Assets. Merge TheHoldco and the Borrowers will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of Holdco, the Borrowers and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, exceptHoldco, subject to Section 6.6the Borrowers and the Restricted Subsidiaries may take the following actions: (a) (i) if no Event of Default shall then exist or immediately thereafter will exist, a merger of Borrower into a wholly-owned Subsidiary of may merge, amalgamate or consolidate with any Person so long as (A) such Borrower that has nominal assets and liabilities, is the primary purpose of which surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is to effect organized under the reincorporation of Borrower in another state laws of the United StatesStates or any State thereof, (y) expressly assumes such Borrower’s obligations under this Agreement and the other Credit Documents to which such Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Credit Party Obligations of such Borrower shall have confirmed that its obligations hereunder in respect of such Credit Party Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, such Borrower under this Agreement); provided, however, that such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations), (ii) any Restricted Subsidiary (other than the Parent Borrower) may merge, amalgamate or consolidate with a Borrower if such Borrower is the surviving entity, (iii) any Restricted Subsidiary (other than a Borrower) may merge, amalgamate or consolidate with any other Person (other than a Borrower); provided that a Restricted Subsidiary shall be the continuing or surviving entity and to the extent such continuing or surviving Restricted Subsidiary assumes the obligations under any Existing Senior Notes, such Restricted Subsidiary shall become a Guarantor of the Credit Party Obligations and deliver an executed Joinder Agreement and the documents required pursuant to Section 5.10(b), (iv) any Restricted Subsidiary (other than a Borrower) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4, and (v) any Restricted Subsidiary (other than a Borrower) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to the Parent BorrowerHoldco or any other Restricted Subsidiary and (vi) Holdco may merge, amalgamate or consolidate with any Person so long as (A) Holdco is the surviving entity, (B) if Holdco is merging, amalgamating or consolidating with the Parent Borrower, then the Parent Borrower is the surviving entity or (C) the surviving entity (the “Successor Holdco”) (x) is organized under the laws of the United States or any State thereof and (y) expressly assumes Holdco’s obligations under this Agreement and the other Credit Documents to which Holdco is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that, if the foregoing conditions in clauses (x) and (y) are satisfied, then the Successor Holdco will automatically succeed to, and be substituted for, Holdco under this Agreement); provided, however, that Holdco shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of Holdco, and Holdco or Successor Holdco shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; (b) mergerany Restricted Subsidiary (other than the Parent Borrower) may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary of the Parent Borrower; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuinga Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) mergers, consolidations, liquidations, any Restricted Subsidiary (other than a Borrower) may liquidate or sales of all dissolve if the Parent Borrower determines in good faith that such liquidation or substantially all dissolution is in the best interests of the assets of a SubsidiaryParent Borrower and is not materially disadvantageous to the Lenders; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;and (d) a merger the Parent Borrower and its Restricted Subsidiaries may sell, transfer or consolidation otherwise dispose of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before or wind down the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;Non-Core MWV Businesses; and (e) Holdco, the sale of inventory in Parent Borrower and the ordinary course of business; or (f) any sale of assets among other Restricted Subsidiaries may consummate the Loan Parties and their Subsidiaries which is in transactions contemplated by the ordinary course of business or is otherwise in compliance with all other provisions of this KapStone Merger Agreement.

Merger and Sale of Assets. Merge Not, and not permit any Subsidiary to, merge, amalgamate or consolidate with any other Person, or into sell, lease or transfer or otherwise dispose of any assets to any Person, sell a Material Amount other than in the ordinary course of Assets business, including sales of inventory and leases, assignments and subleases of property, except that if no Event of Default or liquidate Unmatured Event of Default exists or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6would result therefrom: (a) a merger of the Borrower into a wholly-owned Subsidiary of or any Guarantor may merge or amalgamate with any other Guarantor (provided that the Borrower that has nominal assets and liabilities, shall be the primary purpose of which is to effect continuing or surviving Person in any such transaction involving the reincorporation of Borrower in another state of the United StatesBorrower); (b) merger, consolidation any Guarantor may merge or liquidation of consolidate with another Person (that is not a Subsidiary of Borrower into Borrower (with Borrower Loan Party) so long as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) such Guarantor is the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and surviving entity, (ii) immediately after giving effect the Borrower continues to own, directly or indirectly, 100% of such transaction, no Default Guarantor and (iii) such merger or Event of Default shall have occurred and be continuingconsolidation constitutes a Permitted Acquisition; (c) mergersany Subsidiary (other than the Borrower) that has sold, consolidations, liquidations, transferred or sales otherwise disposed of all or substantially all of the its assets of a Subsidiary; provided that (i) in connection with an asset sale permitted under this Agreement and no longer conducts any such transaction does not involve a transfer by Borrower active trade or its Consolidated Subsidiaries of a Material Amount of Assets business may be liquidated, wound up and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingdissolved; (d) a merger sales, leases, transfers or consolidation other dispositions of Borrower with another Person if assets to (i) no Change in Control results therefromany Loan Party, (ii) Borrower does to any Subsidiary that is not transfer a Material Amount of Assets measured before the effectiveness of the merger Loan Party by any other Subsidiary that is not a Loan Party, or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower to any Subsidiary that is not a Loan Party by any Loan Party, so long as the surviving Person consideration received by such Loan Party is (x) for fair market value and on an arms-length basis or (ivy) immediately after giving effect to such merger, no Default or Event of Default shall have occurred treated as an Investment and be continuingotherwise made in compliance with Section 10.12; (e) the sale Borrower or any Subsidiary may sell or otherwise dispose of inventory and Cash Equivalents in the ordinary course of business; or (f) any sale , grant non-exclusive licenses of assets among the Loan Parties and their Subsidiaries which is intellectual property in the ordinary course of business business, sell or discount past due or impaired accounts receivable for collection purposes (but not for factoring, securitization or other financing purposes), or liquidate or otherwise dispose of obsolete or worn-out property in the ordinary course of business; (f) the Borrower or any Subsidiary may sell other assets so long as (i) at least 75% of the purchase price for such for such assets is paid in cash or Cash Equivalents, (ii) such assets are sold for their fair market value and on an arms-length basis, and (iii) the net proceeds received from the sale of such assets are applied in accordance with Section 6.2.3 (other than net cash proceeds from the sale of ownership interests in or the assets of BioProcess Algae LLC); (g) the Borrower or any Subsidiary may sell MLP Qualifying Assets to MLP Subsidiaries so long as (i) the purchase price for such assets is paid in cash or Cash Equivalents or in Equity Interests in the MLP Subsidiaries (or any combination thereof), (ii) such assets are sold for their fair market value on terms substantially similar to those that would be obtained on an arms-length basis, and (iii) in the case of (x) net cash proceeds from the sale of such assets to MLP Subsidiaries that are received by the Borrower or its Subsidiaries within 180 days of the acquisition by the Borrower or such Subsidiary of such assets and (y) net cash proceeds from the sale of ownership interests in or the assets of JGP Energy Partners LLC to the MLP Subsidiaries, any such cash proceeds received from the MLP Subsidiaries in respect of such assets shall be deemed to have been applied to the acquisition cost of such assets and therefore not subject to mandatory prepayment pursuant to Section 6.2.3(b); (h) any Subsidiary of the Borrower may be dissolved or otherwise cease to exist provided that all rights and interest in compliance and to all property, assets and liabilities of such Subsidiary are assumed by or transferred to the Borrower or another Subsidiary; provided that, if the Subsidiary being dissolved is a Loan Party, all rights and interests in such Subsidiary may only be transferred to another Loan Party; and (i) the unwinding of any Hedging Agreement in accordance with all other provisions of this Agreementits terms.

Merger and Sale of Assets. Merge or (1) Not merge, consolidate with or into sell substantially all of its assets to any Personother Person unless (i) all of the requirements set forth in the immediately succeeding paragraph have been satisfied, sell a Material Amount and (ii) the surviving entity, if not the Guarantor, is capable of Assets performing all the obligations of Guarantor hereunder, shall execute and deliver to the Agent, in form and substance satisfactory to Agent, an instrument in writing expressly assuming all the obligations of the Guarantor hereunder; provided, however that, except as specifically set forth above, (x) any Person succeeding to the business of the Guarantor shall be the successor of the Guarantor hereunder, without the execution or liquidate or dissolve Borrower filing of any paper or any Consolidated Subsidiaryfurther act on the part of any of the parties hereto, exceptanything herein to the contrary notwithstanding, subject (y) nothing contained herein shall be deemed to release the Guarantor from any obligation in the event that the Guarantor continues to exist after the consummation of such transaction (other than if Guarantor continues to exist for the sole purpose of winding up and dissolving and the surviving entity has taken all of the actions and met all of the requirements of this Section 6.6:6(h)) and (z) the successor or surviving Person to the Guarantor shall execute such agreement(s) evidencing such succession and assumption as the Agent may request. (a2) a merger The Guarantor shall provide prior written notice to the Agent and each Noteholder of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) any merger, consolidation or liquidation succession pursuant to this Section 6(h). Notwithstanding the permissive provisions of a Subsidiary Section(h)(1) and the giving of Borrower into Borrower (such notice, the Guarantor shall not merge or consolidate with Borrower as the surviving corporation) or into any other Subsidiary of BorrowerPerson or permit any other Person to become a successor to the Guarantor's business, provided that unless (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (iix) immediately after giving effect to such transaction, the covenant made pursuant to Section 6(h)(1) shall not have been breached (for purposes hereof, such covenant shall speak as of the date of the consummation of such merger, consolidation, or succession) and no event that, after notice or lapse of time, or both, would become a Guarantor Event of Default, Potential Event of Default, Event of Default or Event of Manager Default shall have occurred and be continuing; continuing and (cy) mergersthe Guarantor shall have delivered to the Agent an Officer's Certificate stating that such consolidation, consolidationsmerger or succession and such agreement of assumption comply with this Section 6(h) and that all conditions precedent, liquidationsif any, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any for in this Guaranty relating to such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect have been complied with. In addition to such transactionthe foregoing, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to any such merger, no Default consolidation or Event succession of Default the Guarantor shall result in a Change of Control of the Guarantor, then the Noteholders shall have occurred and be continuing; (e) the sale of inventory rights set forth in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.

Merger and Sale of Assets. Merge The Borrower will not, and will not permit Holdco or any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Borrower and its Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, except, subject to Section 6.6Holdco and the Restricted Subsidiaries may take the following actions: (a) a merger (i) if no Event of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilitiesDefault shall then exist or immediately thereafter will exist, the primary purpose of which Borrower may merge, amalgamate or consolidate with any Person so long as (A) the Borrower is to effect the reincorporation of Borrower in another state surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is organized under the laws of the United StatesStates or any State thereof, (y) expressly assumes the Borrower’s obligations under this Agreement and the other Credit Documents to which the Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Credit Party Obligations of the Borrower shall have confirmed that its obligations hereunder in respect of such Credit Party Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, the Borrower under this Agreement); provided, however, that the Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of the Borrower, and the Borrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations, (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with the Borrower if the Borrower is the surviving entity, (iii) any Restricted Subsidiary (other than the Borrower) may merge, amalgamate or consolidate with any other Person (other than the Borrower); provided that a Restricted Subsidiary shall be the continuing or surviving entity and to the extent such continuing or surviving Restricted Subsidiary assumes the obligations under any Existing Senior Notes, such Restricted Subsidiary shall become a Guarantor of the Credit Party Obligations and deliver an executed Joinder Agreement and the documents required pursuant to Section 5.10(b), (iv) any Restricted Subsidiary may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4, (v) any Restricted Subsidiary may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to Holdco or any other Restricted Subsidiary and (vi) if Holdco is not the Borrower, Holdco may merge, amalgamate or consolidate with any Person so long as (A) Holdco is the surviving entity, (B) if Holdco is merging, amalgamating or consolidating with the Borrower, then the Borrower is the surviving entity or (C) the surviving entity (the “Successor Holdco”) (x) is organized under the laws of the United States or any State thereof and (y) expressly assumes Holdco’s obligations under this Agreement and the other Credit Documents to which Holdco is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that, if the foregoing conditions in clauses (x) and (y) are satisfied, then the Successor Holdco will automatically succeed to, and be substituted for, Holdco under this Agreement); provided, however, that Holdco shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of Holdco, and Holdco or Successor Holdco shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; (b) mergerany Restricted Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuinga Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) mergers, consolidations, liquidations, any Restricted Subsidiary (other than the Borrower) may liquidate or sales of all dissolve if the Borrower determines in good faith that such liquidation or substantially all dissolution is in the best interests of the assets of a Subsidiary; provided that (i) any such transaction does Borrower and is not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect materially disadvantageous to such transaction, no Default or Event of Default shall have occurred and be continuingthe Lenders; (d) a merger Holdco and its Restricted Subsidiaries may sell, transfer or consolidation otherwise dispose of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before or wind down the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;Non-Core MWV Businesses; and (e) Holdco and its Restricted Subsidiaries may consummate the sale of inventory in transactions contemplated by the ordinary course of business; or Combination Agreement to occur on the Delayed Draw Funding Date (f) any sale of assets among including the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementCombination).

Merger and Sale of Assets. Merge The Borrowers will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary Person or sell, lease, transfer or otherwise dispose of, in one transaction or a series of Borrowertransactions, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the business or assets of the Borrowers and their respective Restricted Subsidiaries (taken as a Subsidiary; provided that whole), whether now owned or hereafter acquired (i) excluding any such transaction does not involve a transfer by Borrower inventory or its Consolidated Subsidiaries other assets sold or disposed of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business); orprovided that, notwithstanding any of the foregoing limitations, the Borrowers and the Restricted Subsidiaries may take the following actions: (fa) (i) if no Event of Default shall then exist or immediately thereafter will exist, a Borrower may merge, amalgamate or consolidate with any Person so long as (A) such Borrower is the surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is organized under the laws of the United States or any State thereof, (y) expressly assumes such Borrower’s obligations under this Agreement and the other Credit Documents to which such Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Credit Party Obligations of such Borrower shall have confirmed that its obligations hereunder in respect of such Credit Party Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, such Borrower under this Agreement; provided, however, that such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations), (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with a Borrower if such Borrower is the surviving entity, (iii) any Restricted Subsidiary (other than a Borrower) may merge, amalgamate or consolidate with any other Person (other than a Borrower); provided that a Restricted Subsidiary shall be the continuing or surviving entity and to the extent such continuing or surviving Restricted Subsidiary assumes the obligations under any Existing Senior Notes, such Restricted Subsidiary shall become a Guarantor of the Credit Party Obligations and deliver an executed Joinder Agreement and the documents required pursuant to Section 5.10(b), (iv) any Restricted Subsidiary (other than a Borrower) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4, and (v) any Restricted Subsidiary (other than a Borrower) may be dissolved so long as the property and assets among of such Restricted Subsidiary are transferred to the Loan Parties and their Subsidiaries which is in the ordinary course of business Parent Borrower or is otherwise in compliance with all any other provisions of this Agreement.Restricted Subsidiary;

Merger and Sale of Assets. Merge The Obligors will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Obligors and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, except, subject to Section 6.6the Obligors and the Restricted Subsidiaries may take the following actions: (a) (i) if no Event of Default shall then exist or immediately thereafter will exist, a merger Borrower may merge, amalgamate or consolidate with any Person so long as (A) such Borrower is the surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is organized under the laws of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, (1) in the primary purpose of which is to effect the reincorporation of Borrower in another state case of the United StatesLux Borrower, Luxembourg and (2) in the case of the U.K. Borrower, England and Wales, (y) expressly assumes such Borrower’s obligations under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Obligations shall have confirmed that its obligations hereunder in respect of such Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, such Borrower under this Agreement; provided, however, that such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations), (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with an Obligor if such Obligor is the surviving entity, (iii) any Restricted Subsidiary (other than an Obligor) may merge, amalgamate or consolidate with any other Person (other than an Obligor); provided that a Restricted Subsidiary shall be the continuing or surviving entity, (iv) any Restricted Subsidiary (other than an Obligor) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4, and (v) any Restricted Subsidiary (other than an Obligor) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to the Parent or any other Restricted Subsidiary; (b) mergerany Restricted Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary of the Parent; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuinga Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) mergers, consolidations, liquidations, any Restricted Subsidiary (other than a Borrower) may liquidate or sales of all dissolve if the Parent determines in good faith that such liquidation or substantially all dissolution is in the best interests of the assets of a SubsidiaryParent and is not materially disadvantageous to the Lenders; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;and (d) a merger the Parent and its Restricted Subsidiaries may sell, transfer or consolidation otherwise dispose of Borrower with another Person if (i) no Change in Control results therefromor wind down the Community Development and Land Management business of WestRock MWV, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or LLC (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement/k/a MeadWestvaco Corporation), a Delaware limited liability company.

Merger and Sale of Assets. Merge Xxxxxx Bermuda shall not, nor shall it permit any Consolidated Subsidiary to, merge or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of all or a substantial part of its assets to any Person, sell a Material Amount of Assets or liquidate acquire by purchase or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of otherwise all or substantially all of the stock or assets of a Subsidiary; provided that any Person, except that: (i) Any Consolidated Subsidiary may merge or consolidate with Xxxxxx Bermuda (provided that Xxxxxx Bermuda shall be the continuing or surviving corporation, unless the purpose of such merger or consolidation is to effect a change in the state of incorporation or Country of organization of Xxxxxx Bermuda) or with any one or more other Consolidated Subsidiaries. (ii) Any Consolidated Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to Xxxxxx Bermuda or one or more other Consolidated Subsidiaries; (iii) Xxxxxx Bermuda or any Consolidated Subsidiary may sell, lease, transfer or otherwise dispose of assets in a transaction (including a transfer of assets through a merger or consolidation) with any other Person that is not a Consolidated Subsidiary, if the assets sold contributed less than 10% of Operating Earnings for the fiscal year then most recently ended; and (iv) Any Person that is not a Consolidated Subsidiary may be merged into or consolidated with Xxxxxx Bermuda or any Consolidated Subsidiary, or Xxxxxx Bermuda or any Consolidated Subsidiary may acquire all or substantially all of the stock or assets of any Person, if, in the case of each such transaction, immediately thereafter and after giving effect thereto: (a) Xxxxxx Bermuda and its Consolidated Subsidiaries shall be in compliance with this Agreement; (b) in the case of any merger into or consolidation with Xxxxxx Bermuda, Xxxxxx Bermuda shall be the continuing or surviving corporation; (c) if the consideration payable by Xxxxxx Bermuda and/or the Consolidated Subsidiaries in connection with any such transaction does shall consist, in whole or in part, of shares of stock of Xxxxxx Bermuda (except for liabilities to dissenting shareholders), the total number of shares of stock of Xxxxxx Bermuda having ordinary voting power for the election of directors issued or exchanged in connection with, or outstanding as a result of, such transaction shall not involve a transfer by Borrower or its Consolidated Subsidiaries exceed 40% of a Material Amount the total of Assets and (ii) such voting shares of Xxxxxx Bermuda outstanding immediately after giving effect prior to such transaction, no Default or Event of Default shall have occurred and be continuing;; and (d) any Subsidiary acquired in, or continuing as a merger result of, any such transaction shall be or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer forthwith become a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementConsolidated Subsidiary.

Merger and Sale of Assets. Merge (a) Enter into any transaction of merger, consolidation, share exchange or other combination with any other Person or (b) sell, lease or transfer or otherwise dispose of, in any fiscal year of the Company, to any Person, all or a substantial part of its consolidated assets (i.e. assets which constitute more than 10% of the consolidated assets of the Company and all Subsidiaries, or which shall have contributed more than 10% of Consolidated Net Earnings for any of the three fiscal years then most recently ended), except that (i) any Wholly-Owned Subsidiary may merge or consolidate with the Company (provided that the Company shall be the continuing or into surviving corporation) or with any Personone or more other Wholly-Owned Subsidiaries, (ii) any Subsidiary may sell, sell a Material Amount lease, transfer or otherwise dispose of Assets or liquidate or dissolve Borrower any of its assets to the Company or any Consolidated Wholly-Owned Subsidiary, (iii) the Company may merge with any other corporation (including any Subsidiary that is not a Wholly-Owned Subsidiary) principally engaged in the line of business in which the Company and its Subsidiaries are principally engaged, except, subject to Section 6.6: provided (a) that the continuing or surviving corporation, if not the Company, shall be a merger solvent corporation organized under the laws of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another any state of the United States; States of America and shall expressly assume in writing all of the obligations of the Company under this Agreement and on the Notes, including all covenants herein and therein contained, and such continuing or surviving corporation shall succeed to the obligations of the Company with the same effect as if it had been named herein as a party hereto, and (b) at the time of such merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transactionthereto, no Default or Event of Default shall have occurred and be continuinghereunder; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default sales or Event other dispositions of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is loans in the ordinary course of business shall not be considered the sale or is otherwise disposition of assets within the meaning of clause (b) above if the Company and its Subsidiaries shall be in compliance with all other provisions the covenants set forth in clause (i) of paragraph 6A after giving effect to such sale or disposition; and (v) sales of loans or accounts receivable by the Company or any Subsidiary to a Special Purpose Corporation permitted by the exception contained in clause (b) of paragraph 6(C)(5) shall not be considered the sale or disposition of assets within the meaning of clause (b) of this Agreementparagraph.

Merger and Sale of Assets. Merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve the Borrower or any Consolidated Restricted Subsidiary, except, subject to Section 6.6: (a) a merger of the Borrower into a wholly-owned Restricted Subsidiary of the Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of the Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of the Borrower into the Borrower (with the Borrower as the surviving corporation) or into any other Restricted Subsidiary of the Borrower, provided that that, (i) the reduction in the proportionate share of the Borrower and its Restricted Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Restricted Subsidiary; provided that that, (i) any such transaction does not involve a transfer by the Borrower or its Consolidated Restricted Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of the Borrower with another Person if (i) no Change in Control results therefrom, (ii) the Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) the Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory (which shall include personal property, real property and interests in real property) in the ordinary course of business; or; (f) any sale of assets among the Loan Parties and their Restricted Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement; or (g) the liquidation of WCI Towers Northeast USA, Inc. and WCI Communities Rivington, LLC.

Merger and Sale of Assets. Merge The Company will not merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or permit any Consolidated SubsidiarySubsidiary to merge or consolidate with any other corporation or sell, exceptlease or transfer or otherwise dispose of all or, subject during any twelve (12) month period, a substantial part of its assets to any person or entity (except as otherwise provided herein); provided, however, if no Possible Default, Event of Default or Change of Control (as such term is defined in Section 6.6) shall then exist or immediately thereafter will begin to exist: (i) Any Consolidated Subsidiary may merge with (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower the Company (provided that has nominal assets and liabilities, the primary purpose of which is to effect Company shall be the reincorporation of Borrower in another state of the United States; (b) merger, consolidation continuing or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into (b) any one or more other Subsidiary of Borrower, Consolidated Subsidiaries provided that (i) either the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute continuing or surviving corporation shall be a Material Amount of Assets and (ii) immediately Wholly-Owned Consolidated Subsidiary, or after giving effect to any merger pursuant to this sub-clause (b), the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries owned of the merged Consolidated Subsidiary immediately prior to such transactionmerger, (ii) Any Consolidated Subsidiary may sell, no Default lease, transfer or Event otherwise dispose of Default shall have occurred and be continuing; any of its assets to (a) the Company, (b) any Wholly-Owned Consolidated Subsidiary or (c) mergersany Consolidated Subsidiary of which the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of Voting Stock as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries then own of the Consolidated Subsidiary making such sale, consolidationslease, liquidationstransfer or other disposition, (iii) The Company may sell the stock or assets of any Consolidated Subsidiary if such sale or other disposition is determined by the board of directors of the Company to be in the best interests of the Company and such sale is for a consideration which represents the fair value (as determined in good faith by the board of directors of the Company) thereof at the time of such sale of such stock or assets, (iv) The Company may merge with any other corporation, provided that the Company shall be the surviving corporation, (v) The Company or sales of any Consolidated Subsidiary may sell all or substantially all any part of the assets of any of its divisions or operations if such sale or other disposition is determined by the board of directors of the Company and/or such Consolidated Subsidiary, as the case may be, to be in the best interests of the Company and/or such Consolidated Subsidiary, as the case may be, and such sale is for a Subsidiary; provided that consideration which represents the fair value (ias determined in good faith by the board of directors of the Company) any thereof at the time of such transaction does not involve a transfer by Borrower sale or its Consolidated Subsidiaries other disposition of a Material Amount of Assets and (ii) immediately after giving effect to such transactionassets, no Default or Event of Default shall have occurred and be continuing;and (dvi) a merger The Company or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not any Subsidiary may sell or transfer a Material Amount of Assets measured before the effectiveness all or any part of the merger assets of any of its divisions or consolidation operations to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementSubsidiary.

Merger and Sale of Assets. Merge The Obligors will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Obligors and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, except, subject to Section 6.6the Obligors and the Restricted Subsidiaries may take the following actions: (ai) if no Event of Default shall then exist or immediately thereafter will exist, a merger Borrower may merge, amalgamate or consolidate with any Person so long as (A) such Borrower is the surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is organized under the laws of (1) in the case of any Lux Borrower, Luxembourg, (2) in the case of any U.K. Borrower, England and Wales, and (3) in the case of any German Borrower, Germany, (y) expressly assumes such Borrower’s obligations under this Agreement and the other Loan Documents to which such Borrower into is a wholly-owned party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to Administrative Agent and (z) each Guarantor of the Obligations shall have confirmed that its obligations hereunder in respect of such Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, such Borrower under this Agreement; provided, however, that such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by Administrative Agent or any Lender in order for Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations), (ii) any Restricted Subsidiary (other than Parent) may merge, amalgamate or consolidate with an Obligor if such Obligor is the surviving entity, (iii) any Restricted Subsidiary (other than an Obligor) may merge, amalgamate or consolidate with any other Person (other than an Obligor); provided that a Restricted Subsidiary shall be the continuing or surviving entity, (iv) any Restricted Subsidiary (other than an Obligor) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Borrower that has nominal Property permitted under this Section 6.4, (v) any Restricted Subsidiary (other than an Obligor) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to WestRock or any other Restricted Subsidiary, and liabilities(vi) WestRock may merge, amalgamate or consolidate with any Person so long as (A) WestRock is the primary purpose of which surviving entity, (B) if WestRock is to effect merging, amalgamating or consolidating with the reincorporation of Borrower in another state Parent, then the Parent is the surviving entity, or (C) the surviving entity (the “Successor WestRock”) (x) is organized under the laws of the United StatesStates or any State thereof and (y) expressly assumes WestRock ’s obligations under this Agreement and the other Loan Documents to which WestRock is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to Administrative Agent (it being understood that, if the foregoing conditions in clauses (x) and (y) are satisfied, then the Successor WestRock will automatically succeed to, and be substituted for, WestRock under this Agreement); provided, however, that WestRock shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of WestRock, and WestRock or Successor WestRock shall, promptly upon the request of Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by Administrative Agent or any Lender in order for Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; (b) mergerany Restricted Subsidiary (other than Parent) may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuinga Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of any Restricted Subsidiary (other than a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries Parent) may liquidate or dissolve if WestRock determines in good faith that such liquidation or dissolution is in the best interests of a Material Amount of Assets WestRock and (ii) immediately after giving effect is not materially disadvantageous to such transaction, no Default or Event of Default shall have occurred and be continuing;the Lenders; and (d) a merger WestRock and its Restricted Subsidiaries may sell, transfer or consolidation otherwise dispose of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount or wind down the Community Development and Land Management business of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this AgreementWestRock MWV.

Merger and Sale of Assets. Merge or consolidate with or into or consolidate with, or permit any of its Subsidiaries to merge with or into or consolidate with, any other Person; or sell, sell a Material Amount lease, transfer or otherwise dispose of Assets any assets if the book CHAR1\1806478v11 value or liquidate fair market value (whichever is greater) of all the assets sold, leased, transferred or dissolve otherwise disposed of by the Borrower or and its Subsidiaries in any 12-month period exceeds 10% of Consolidated SubsidiaryEquity, exceptcalculated as of the end of the most recently ended fiscal quarter, subject to Section 6.6except that: (a) a merger of any Subsidiary may merge with the Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities(provided, that, the primary purpose of which Borrower shall be the continuing or surviving Person) or with or into any domestic Wholly-Owned Subsidiary other than a Subsidiary that is to effect not a Guarantor, except that a Subsidiary that is not a Guarantor may merge with or into another Subsidiary that is not a Guarantor; and provided further, that, such domestic Wholly-Owned Subsidiary shall be the reincorporation of Borrower in another state of the United Statescontinuing or surviving Person; (b) mergerany Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of any of its assets to the Borrower or a domestic Wholly-Owned Subsidiary, other than a Subsidiary that is not a Guarantor; (c) the Borrower or any Subsidiary may dispose of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction any assets which in the proportionate share good faith judgment of the Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and are obsolete or otherwise unproductive or (ii) immediately after giving effect to such transactionany permitted investment of the type set forth in Sections 7.03(a) or 7.03(l); (d) the Borrower may merge with another domestic Person so long as the Borrower is the surviving Person, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, exists or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately would result after giving effect to such transaction, no Default or Event the completion of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuingmerger would otherwise qualify as a Permitted Acquisition; (e) the sale Dispositions of inventory in the ordinary course of business; ornotes and accounts receivable permitted pursuant to Section 7.05; (f) any sale Dispositions of assets among equipment or real property to the Loan Parties and their Subsidiaries which extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, or (iii) in the case of equipment or real property, such equipment or real property is no longer useful in or material to the continued operation of the Borrower’s or a Subsidiary’s business. (g) Dispositions of leases of property, including real property, in each case in the ordinary course of business or is otherwise in compliance not materially interfering with all other provisions the conduct of this Agreementthe business of the Borrower and its Subsidiaries; (h) Dispositions pursuant to unwinding of any Swap Contracts; and (i) Dispositions pursuant to the 2020 Convertible Notes Warrant Transactions.

Merger and Sale of Assets. Merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve the Borrower or any Consolidated Restricted Subsidiary, except, subject to Section 6.6: (a) a merger of the Borrower into a wholly-owned Restricted Subsidiary of the Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of the Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of the Borrower into the Borrower (with the Borrower as the surviving corporation) or into any other Restricted Subsidiary of the Borrower, provided that that, (i) the reduction in the proportionate share of the Borrower and its Restricted Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Restricted Subsidiary; provided that that, (i) any such transaction does not involve a transfer by the Borrower or its Consolidated Restricted Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of the Borrower with another Person if (i) no Change in Control results therefrom, (ii) the Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) the Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory (which shall include personal property, real property and interests in real property) in the ordinary course of business; or; (f) any sale of assets among the Loan Parties and their Restricted Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement; or (g) the liquidation of WCI Towers Northeast USA, Inc., First Fidelity Title, Inc. and WCI Communities Rivington, LLC.

Merger and Sale of Assets. Merge No Company shall merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary corporation or sell, lease or transfer or otherwise dispose of Borrowerall or a substantial part of its assets to any Person or entity, provided except that (i) the reduction in the proportionate share if no Unmatured Event of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and then exist or immediately thereafter shall begin to exist: (a) any Subsidiary may merge with (i) Borrower (provided that Borrower shall be continuingthe continuing or surviving corporation) or (ii) any one (1) or more Pledgors, provided that either (A) the continuing or surviving corporation shall be a Wholly-Owned Subsidiary which is a Pledgor, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries which are Pledgor shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving corporation as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Pledgors) owned of the merged Subsidiary immediately prior to such merger; (b) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) Borrower, (ii) any Wholly-Owned Subsidiary which is a Pledgor, or (iii) any Pledgor, of which Borrower and/or one or more Wholly-Owned Subsidiaries, which are Pledgors, shall own not less than the same percentage of Voting Power as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Pledgors) then own of the Subsidiary making such sale, lease, transfer or other disposition; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any Company may engage in any such transaction does not involve a transfer by conduct in connection with an Acquisition permitted pursuant to Section 5.13 hereof so long as the resulting Person is either Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingPledgor; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before may effectuate the effectiveness of Holding Company Reorganization pursuant to Section 5.14 hereof and the merger or consolidation Canadian Amalgamation pursuant to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;Section 5.15 hereof. (e) the sale of any Company may (i) sell, lease or transfer inventory in the ordinary course of business; or , or (fii) any sale dispose of obsolete or no longer useful equipment or other assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.such Company

Merger and Sale of Assets. Merge or consolidate with or into any Personother Person or lease, sell a Material Amount or otherwise dispose of Assets all, or liquidate substantially all, of its property, assets (other than inventory, physical assets sold in the ordinary course of business or dissolve Borrower obsolete, worn out or excess property) or business to any Consolidated Subsidiary, except, subject to Section 6.6other Person except that: (a1) a merger the Borrower may merge or consolidate with or sell all of Borrower into a wholly-owned Subsidiary of Borrower that has nominal its assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrowersolvent corporation, provided that (i) the reduction surviving, continuing or resulting corporation (if not the Borrower) shall (x) expressly assume by a written instrument reasonably satisfactory to the Administrative Agent and the Lenders (which shall be provided with an opportunity to review and comment upon it prior to the consummation of any transaction) the due and punctual payment of the principal of all Obligations and the due performance and observance of all covenants, conditions and agreements on the part of the Borrower under this Agreement, (y) deliver to the Administrative Agent and the Lenders an opinion of counsel, in form and substance reasonably satisfactory to the proportionate share Administrative Agent and the Lenders, to the effect that such written instrument has been duly authorized, executed and delivered by such surviving, continuing or resulting corporation and constitutes a legal, valid and binding instrument enforceable against such surviving, continuing or resulting corporation in accordance with its terms, and to such further effects as the Administrative Agent and the Lenders may reasonably request, and (z) have an investment grade rating from Xxxxx'x Investors Service, Inc. and Standard & Poor's Rating Group, (ii) the surviving, continuing or resulting corporation shall be a corporation organized and existing under the laws of the United States of America or any State -38- thereof or the District of Columbia, and (iii) immediately after such merger, consolidation or sale, no Default or Unmatured Default would exist; (2) any Subsidiary may merge into the Borrower or another Subsidiary which is a Wholly-Owned Subsidiary, and may sell, lease or otherwise dispose of any of its Subsidiaries in assets to the total assets of such Borrower or another Subsidiary which is a Wholly-Owned Subsidiary; (3) any Subsidiary may merge or consolidate with any entity other than the Borrower or another Subsidiary, provided that (i) the surviving, continuing or resulting Subsidiary (after intercompany eliminations) does not constitute entity shall be a Material Amount of Assets Subsidiary, and (ii) immediately after such merger or consolidation, no Default or Unmatured Default would exist; and (4) the Borrower may sell, lease or otherwise dispose of all or any part of its assets to any Person, and any Subsidiary may sell, lease or otherwise dispose of all or any part of its assets to any Person other than the Borrower or another Subsidiary, in each case for a consideration which represents the fair value at the time of such sale or other disposition, provided that (x) immediately after such sale, lease or other disposition (and the application of the proceeds thereof as provided in clause (y)) no Default or Unmatured Default would exist and (y) to the extent applicable, the Net Cash Proceeds of such sale, lease or other disposition are applied as required by Sections 2.8 and 2.9; and provided, further, that neither the Borrower nor any Subsidiary shall sell, lease or otherwise dispose of any asset if, after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales the aggregate fair market value of all assets sold, leased or substantially all otherwise disposed of by the Borrower and its Subsidiaries in any fiscal year of the assets of a Subsidiary; provided that Borrower (iminus all Net Cash Proceeds thereof applied t reduce the Aggregate Commitment pursuant to Section 2.8(b)) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness would exceed 7.5% of the merger or consolidation to one or more Persons in giving effect to Borrower's consolidated assets as of the beginning of such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreementfiscal year.

Merger and Sale of Assets. Merge or consolidate with or into any Personother Person or lease, sell a Material Amount or otherwise dispose of Assets all, or liquidate substantially all, of its property, assets (other than inventory, physical assets sold in the ordinary course of business or dissolve Borrower obsolete, worn out or excess property) or business to any Consolidated Subsidiary, except, subject to Section 6.6other Person except that: (a1) a merger the Borrower may merge or consolidate with or sell all of Borrower into a wholly-owned Subsidiary of Borrower that has nominal its assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrowersolvent corporation, provided that (i) the reduction surviving, continuing or resulting corporation (if not the Borrower) shall (x) expressly assume by a written instrument reasonably satisfactory to the Administrative Agent and the Lenders (which shall be provided with an opportunity to review and comment upon it prior to the consummation of any transaction) the due and punctual payment of the principal of all Obligations and the due performance and observance of all covenants, conditions and agreements on the part of the Borrower under this Agreement, (y) deliver to the Administrative Agent and the Lenders an opinion of counsel, in form and substance reasonably satisfactory to the proportionate share Administrative Agent and the Lenders, to the effect that such written instrument has been duly authorized, executed and delivered by such surviving, continuing or resulting corporation and constitutes a legal, valid and binding instrument enforceable against such surviving, continuing or resulting corporation in accordance with its terms, and to such further effects as the Administrative Agent and the Lenders may reasonably request, and (z) have an investment grade rating from Xxxxx'x Investors Service, Inc. and Standard & Poor's Rating Group, (ii) the surviving, continuing or resulting corporation shall be a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and (iii) immediately after such merger, consolidation or sale, no Default or Unmatured Default would exist; (2) any Subsidiary may merge into the Borrower or another Subsidiary which is a Wholly-Owned Subsidiary, and may sell, lease or otherwise dispose of any of its Subsidiaries in assets to the total assets of such Borrower or another Subsidiary which is a Wholly-Owned Subsidiary; (3) any Subsidiary may merge or consolidate with any corporation other than the Borrower or another Subsidiary, provided that (i) the surviving, continuing or resulting Subsidiary (after intercompany eliminations) does not constitute corporation shall be a Material Amount of Assets Subsidiary, and (ii) immediately after such merger or consolidation, no Default or Unmatured Default would exist; and (4) the Borrower may sell, lease or otherwise dispose of all or any part of its assets to any Person, and any Subsidiary may sell, lease or otherwise dispose of all or any part of its assets to any Person other than the Borrower or another Subsidiary, in each case, for a consideration which represents the fair value at the time of such sale or other disposition, provided that (x) immediately after such sale, lease or other disposition (and the application of the proceeds thereof as provided in clause (y)) no Default or Unmatured Default would exist and (y) to the extent applicable, the Net Cash Proceeds of such sale, lease or other disposition are applied as required by Sections 2.7 and 2.8; and provided, further, that no sale, lease or other disposition shall be permitted (unless the cash proceeds of such sale, lease or other disposition will be applied to reduce the Aggregate Commitment to zero) if, after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales the aggregate fair market value of all or substantially non-cash proceeds received by the Borrower and its Subsidiaries from all of sales, leases and other dispositions after the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions date of this Agreement, less all cash proceeds which have been received from such non-cash proceeds, would exceed $20,000,000.

Merger and Sale of Assets. Merge Without the prior written consent of the Bank, the Borrower shall not, and shall not permit any Subsidiary to, merge or consolidate with any other corporation, or into sell, lease or transfer or otherwise dispose of any Personof its assets, sell a Material Amount including, without limitation, the stock of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, exceptor sell with recourse or discount or otherwise sell for less than the face value thereof any of its notes or accounts receivable, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower except that has nominal assets and liabilities, without the primary purpose of which is to effect the reincorporation of Borrower in another state prior written consent of the United States; Bank: (bi) merger, consolidation any Subsidiary may merge or liquidation of a Subsidiary of Borrower into consolidate with the Borrower (with provided that the Borrower as shall be the continuing or surviving corporation) or into with any one or more other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Subsidiaries; (ii) immediately after giving effect any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to such transaction, no Default the Borrower or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a another Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) the Borrower is the surviving Person and (iv) immediately after giving effect to such mergeror any Subsidiary may otherwise sell, no Default lease, transfer or Event otherwise dispose of Default shall have occurred and be continuing; (e) the sale of any inventory in the ordinary course of business; or business and any of its other assets having a book value of less than Twenty Thousand Dollars (f$20,000) provided that the aggregate book value of all such assets so sold, leased, transferred or otherwise disposed of by the Borrower and its Subsidiaries during any fiscal year shall not exceed One Hundred Thousand Dollars ($100,000). The Bank may condition any required consent to the sale, lease, transfer or other disposition of assets of the Borrower and its Subsidiaries on the agreement of the Borrower to apply, or cause the application of, all net after-tax proceeds therefrom to prepayment of the principal balance of the Loan. The Borrower agrees to diligently pursue the sale of assets among all assets, including the Loan Parties real estate, improvements, fixtures and their Subsidiaries which is equipment, associated with the restaurants located on the properties described on EXHIBIT F attached hereto (collectively, the "Designated Properties"), as well as the sale of the Borrower's interest as a limited partner in the ordinary course Cincinnati Reds, and to apply, or cause the application of, all net after-tax proceeds thereof to prepayment of business or is otherwise in compliance with all other provisions the principal balance of this Agreementthe Loan, and the Bank agrees that it will not unreasonably withhold its consent to any such sale.

Merger and Sale of Assets. Merge (a) The Company will not, and will not permit any Restricted Subsidiary to, merge with or into or consolidate with any other Person or into sell, lease or transfer to any PersonPerson or otherwise dispose of assets, sell a Material Amount which together with all other assets sold, leased, transferred or otherwise disposed of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (aincluding deemed dispositions of assets as described in clause (b)(iii) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (bdefinition of "Unrestricted Subsidiary" set forth in Schedule B) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that during (i) the reduction in immediately preceding 12 months, have an aggregate net book value exceeding 15% of Consolidated Tangible Assets (measured as at the proportionate share of Borrower and its Subsidiaries in the total assets of fiscal quarter end immediately preceding such resulting Subsidiary (after intercompany eliminationssale or disposition) does not constitute a Material Amount of Assets and or (ii) the period beginning on the date hereof and ending on the date of any such proposed sale or disposition, have an aggregate net book value exceeding 40% of Consolidated Tangible Assets (measured as at the fiscal quarter end immediately after giving effect to preceding such transactionsale or disposition) and in each case, no Default or Event of Default would occur after giving effect thereto, except that: (A) any Restricted Subsidiary may merge with the Company (PROVIDED that the Company shall have occurred and be continuingthe continuing or surviving corporation) or with any one or more wholly owned Restricted Subsidiaries organized in the United States; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (iB) any such transaction does not involve a Restricted Subsidiary organized in the United States may sell, lease, transfer by Borrower or otherwise dispose of any of its Consolidated Subsidiaries assets to the Company or to any wholly owned Restricted Subsidiary organized in the United States; (C) any Restricted Subsidiary organized outside the United States may sell, lease, transfer or otherwise dispose of a Material Amount any of Assets its assets on arm's-length terms to the Company or to any wholly owned Restricted Subsidiary; (D) the Company may merge or consolidate with another Person so long as (1) the Company will be the surviving corporation and (ii2) immediately after such merger or consolidation and after giving effect to such transactionthereto, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;occurred; and (eE) the sale Company and any Restricted Subsidiary may engage in normal sales or other dispositions of (1) inventory and (2) vehicles or equipment with little or no remaining useful life in each case on arm's-length terms and otherwise in the ordinary course of business; or. (fb) If the net amount of consideration received by the Company or any Restricted Subsidiary pursuant to any sale or other disposition of assets among described in clauses (i) or (ii) of Section 10.2(a) is applied to the Loan Parties and their Subsidiaries which is acquisition by the Company or such Restricted Subsidiary, within 180 days after such sale or disposition, of similar assets of the Company or such Restricted Subsidiary to be used in the ordinary course of business of the Company or is otherwise in such Restricted Subsidiary, then such sale or disposition shall not be deemed to be a sale or disposition of assets for the purpose of determining compliance with all other clauses (i) or (ii) of Section 10.2(a). Within 30 days of such acquisition of similar assets (or, if earlier, at the time an officer's compliance certificate is delivered pursuant to Sections 7.1(a) or (b)), the Company shall deliver to each holder of Notes an Officer's Certificate certifying in reasonable detail as to such acquisition of similar assets. (c) For purposes of determining compliance by the Company with the provisions of this AgreementSection 10.2(a), sales or other dispositions of assets described in clauses (B), (C) and (E) of Section 10.2(a) are not included in making the calculations required for clauses (i) and (ii) of Section 10.2(a).

Merger and Sale of Assets. Merge or consolidate with or into or consolidate with, or permit any of its Subsidiaries to merge with or into or consolidate with, any other Person, sell a Material Amount or sell, lease, transfer or otherwise dispose of Assets any assets if the book value or liquidate or dissolve Fair Market Value (whichever is greater) of all Asset Dispositions by Borrower or and its Subsidiaries in any 12-month period exceeds 10% of Consolidated SubsidiaryEquity, exceptcalculated as of the end of the most recently ended fiscal quarter, subject to Section 6.6except that: (a) any Subsidiary may merge with Borrower (provided that Borrower shall be the continuing or surviving corporation) or with or into any domestic Wholly-Owned Subsidiary other than a merger of Borrower Non-Guarantor Subsidiary, except that a Non-Guarantor Subsidiary may merge with or into a whollyanother Non-owned Guarantor Subsidiary, and provided that such domestic Wholly-Owned Subsidiary of Borrower that has nominal assets and liabilities, shall be the primary purpose of which is to effect the reincorporation of Borrower in another state of the United Statescontinuing or surviving corporation; (b) mergerany Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of any of its assets to Borrower or a domestic Wholly-Owned Subsidiary other than a Non-Guarantor Subsidiary; (c) Borrower or any Subsidiary may dispose of (i) any assets which in the good faith judgment of Borrower into are obsolete or otherwise unproductive or (ii) any permitted investment of the type set forth in Section 7.3(a) or (l); (d) Borrower (may merge with another domestic corporation so long as Borrower as is the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, exists or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately would result after giving effect to the completion of such transaction, no Default or Event of Default shall have occurred merger and be continuing;such merger would otherwise qualify as a Permitted Acquisition; and (de) a merger or consolidation Dispositions of Borrower with another Person if notes and accounts receivable permitted pursuant to Section 7.5 shall be permitted. If the Net Proceeds Amount for any Transfer is, within 365 days after such Transfer, (i) no Change in Control results therefromapplied to a Debt Prepayment Application, (ii) Borrower does not transfer applied to or would otherwise constitute a Material Amount of Assets measured before the effectiveness of the merger Property Reinvestment Application or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is applied to any combination of the surviving Person foregoing clauses (i) and (iv) immediately after giving effect to ii), then such mergerTransfer, no Default or Event for the purpose of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in determining compliance with all other provisions of this Section 7.4, shall be deemed not to be an Asset Disposition. 1.10 New Section 10.29. A new Section 10.29 is added to the Credit Agreement., to read as follows:

Merger and Sale of Assets. Merge The Obligors will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Obligors and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, except, subject to Section 6.6the Obligors and the Restricted Subsidiaries may take the following actions: (ai) if no Event of Default shall then exist or immediately thereafter will exist, a merger Borrower may merge, amalgamate or consolidate with any Person so long as (A) such Borrower is the surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is organized under the laws of (1) in the case of any Lux Borrower, Luxembourg, and (2) in the case of any U.K. Borrower, England and Wales, (y) expressly assumes such Borrower’s obligations under this Agreement and the other Loan Documents to which such Borrower into is a wholly-owned party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to Administrative Agent and (z) each Guarantor of the Obligations shall have confirmed that its obligations hereunder in respect of such Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, such Borrower under this Agreement; provided, however, that such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by Administrative Agent or any Lender in order for Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations), (ii) any Restricted Subsidiary (other than Parent) may merge, amalgamate or consolidate with an Obligor if such Obligor is the surviving entity, (iii) any Restricted Subsidiary (other than an Obligor) may merge, amalgamate or consolidate with any other Person (other than an Obligor); provided that a Restricted Subsidiary shall be the continuing or surviving entity, (iv) any Restricted Subsidiary (other than an Obligor) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Borrower that has nominal Property permitted under this Section 6.4, (v) any Restricted Subsidiary (other than an Obligor) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to WestRock or any other Restricted Subsidiary, and liabilities(vi) WestRock may merge, amalgamate or consolidate with any Person so long as (A) WestRock is the primary purpose of which surviving entity, (B) if WestRock is to effect merging, amalgamating or consolidating with the reincorporation of Borrower in another state Parent, then the Parent is the surviving entity, or (C) the surviving entity (the “Successor WestRock”) (x) is organized under the laws of the United States;States or any State thereof and (y) expressly assumes WestRock’s obligations under this Agreement and the other Loan Documents to which WestRock is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to Administrative Agent (it being understood that, if the foregoing conditions in clauses (x) and (y) are satisfied, then the Successor WestRock will automatically succeed to, and be substituted for, WestRock under this Agreement); provided, however, that WestRock shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of WestRock, and WestRock or Successor WestRock shall, promptly upon the request of Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by Administrative Agent or any Lender in order for Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; 77 (b) mergerany Restricted Subsidiary (other than Parent) may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuing;a Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; and (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of any Restricted Subsidiary (other than a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (iiParent) immediately after giving effect to may liquidate or dissolve if WestRock determines in good faith that such transaction, no Default liquidation or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which dissolution is in the ordinary course best interests of business or WestRock and is otherwise in compliance with all other provisions of this Agreementnot materially disadvantageous to the Lenders.

Merger and Sale of Assets. Merge Borrower will not merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or nor permit any Consolidated SubsidiarySubsidiary to merge or consolidate with any other corporation or sell, exceptlease or transfer or otherwise dispose of all or, subject during any twelve (12) month period, a substantial part of its assets to Section 6.6any person or entity (except as otherwise provided herein); provided, however, if no Possible Default shall then exist or immediately thereafter will begin to exist: (i) Any Consolidated Subsidiary may merge with (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with provided that Borrower as shall be the continuing or surviving corporation) or into (b) any one or more other Subsidiary of Borrower, Consolidated Subsidiaries provided that (i) either the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute continuing or surviving corporation shall be a Material Amount of Assets and (ii) immediately Wholly-Owned Consolidated Subsidiary, or after giving effect to any merger pursuant to this sub-clause (b), Borrower and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as Borrower and/or one or more Wholly-Owned Consolidated Subsidiaries owned of the merged Consolidated Subsidiary immediately prior to such transactionmerger, (ii) Any Consolidated Subsidiary may sell, no Default lease, transfer or Event otherwise dispose of Default shall have occurred and be continuing; any of its assets to (a) Borrower, (b) any Wholly-Owned Consolidated Subsidiary or (c) mergers, consolidations, liquidations, or sales any Consolidated Subsidiary of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by which Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to and/or one or more Persons in giving effect to Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of Voting Stock as Borrower and/or one or more Wholly-Owned Consolidated Subsidiaries then own of the Consolidated Subsidiary making such merger sale, lease, transfer or consolidation, other disposition, (iii) Borrower may sell the stock or assets of any Consolidated Subsidiary if such sale or other disposition is determined by the surviving Person board of directors of Borrower to be in the best interests of Borrower and such sale is for a consideration which represents the fair value (as determined in good faith by the board of directors of Borrower) thereof at the time of such sale of such stock or assets, (iv) immediately after giving effect to such mergerBorrower may merge with any other corporation, no Default or Event of Default provided that Borrower shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.surviving corporation,

Merger and Sale of Assets. Merge The Credit Parties will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Credit Parties and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, except, subject to Section 6.6the Credit Parties and the Restricted Subsidiaries may take the following actions: (a) a merger (i) if no Event of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilitiesDefault shall then exist or immediately thereafter will exist, the primary purpose of which Borrower may merge, amalgamate or consolidate with any Person so long as (A) the Borrower is to effect the reincorporation of Borrower in another state surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is organized under the laws of the United StatesStates or any State thereof, (y) expressly assumes the Borrower’s obligations under this Agreement and the other Credit Documents to which the Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Credit Party Obligations of the Borrower shall have confirmed that its obligations hereunder in respect of such Credit Party Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, the Borrower under this Agreement); provided, however, that the Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of the Borrower, and the Borrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied (1) it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations) and (2) any Successor Borrower qualifies as a directly eligible borrower of the Farm Credit Lenders then party to this Agreement (or, if applicable, replacement Farm Credit Lenders who have agreed to purchase the outstanding Loans and Commitments of such existing Farm Credit Lenders in accordance with the assignment provisions of Section 9.6(b)), (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with a Credit Party if such Credit Party is the surviving entity, (iii) any Restricted Subsidiary (other than the Borrower) may merge, amalgamate or consolidate with any other Person (other than a Credit Party); provided that a Restricted Subsidiary shall be the continuing or surviving entity and to the extent such continuing or surviving Restricted Subsidiary assumes the obligations under any Existing Senior Notes, such Restricted Subsidiary shall become a Guarantor of the Credit Party Obligations and deliver an executed Joinder Agreement and the documents required pursuant to Section 5.10(b), (iv) any Restricted Subsidiary (other than the Borrower) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4, (v) any Restricted Subsidiary (other than the Borrower) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to the Parent, the Borrower or any other Restricted Subsidiary and (vi) the Parent may merge, amalgamate or consolidate with any Person so long as (A) the Parent is the surviving entity or (B) the surviving entity (the “Successor Parent”) (x) is organized under the laws of the United States or any State thereof and (y) expressly assumes the Parent’s obligations under this Agreement and the other Credit Documents to which the Parent is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that, if the foregoing conditions in clauses (x) and (y) are satisfied, then the Successor Parent will automatically succeed to, and be substituted for, the Parent under this Agreement; provided, however, that the Parent shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of the Parent, and the Parent or the Successor Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; (b) mergerany Restricted Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuinga Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) mergers, consolidations, liquidations, any Restricted Subsidiary (other than the Borrower) may liquidate or sales of all dissolve if the Parent determines in good faith that such liquidation or substantially all dissolution is in the best interests of the assets of a Subsidiary; provided that (i) any such transaction does Parent and is not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect materially disadvantageous to such transaction, no Default or Event of Default shall have occurred and be continuingthe Lenders; (d) a merger the Parent and its Restricted Subsidiaries may sell, transfer or consolidation otherwise dispose of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before or wind down the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuingNon-Core MWV Businesses; (e) the sale of inventory in the ordinary course of business[reserved]; orand (f) the Parent and its Restricted Subsidiaries (other than the Borrower) may consummate any sale other transaction permitted under Section 6.4 of assets among the Loan Parties Pro Rata Credit Agreement as in effect on the Closing Date; provided, however, that if the Parent is the subject of any merger, amalgamation or consolidation, it shall have provided not less than five Business Days’ notice of such merger, amalgamation or consolidation, and their Subsidiaries which the Parent (or its successor) shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the ordinary course Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of business all necessary “know your customer” or is otherwise in compliance with other similar checks under all other provisions of this Agreementapplicable laws and regulations.

Merger and Sale of Assets. Merge The Credit Parties will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or into sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Credit Parties and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any Personinventory or other assets sold or disposed of in the ordinary course of business); provided that, sell a Material Amount notwithstanding any of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiarythe foregoing limitations, except, subject to Section 6.6the Credit Parties and the Restricted Subsidiaries may take the following actions: (a) a merger (i) if no Event of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilitiesDefault shall then exist or immediately thereafter will exist, the primary purpose of which Borrower may merge, amalgamate or consolidate with any Person so long as (A) the Borrower is to effect the reincorporation of Borrower in another state surviving entity or (B) the surviving entity (the “Successor Borrower”) (x) is organized under the laws of the United StatesStates or any State thereof, (y) expressly assumes the Borrower’s obligations under this Agreement and the other Credit Documents to which the Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Credit Party Obligations of the Borrower shall have confirmed that its obligations hereunder in respect of such Credit Party Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, the Borrower under this Agreement); provided, however, that the Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of the Borrower, and the Borrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied (1) it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations) and (2) any Successor Borrower qualifies as a directly eligible borrower of the Farm Credit Lenders then party to this Agreement (or, if applicable, replacement Farm Credit Lenders who have agreed to purchase the outstanding Loans and Commitments of such existing Farm Credit Lenders in accordance with the assignment provisions of Section 9.6(b)), (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with a Credit Party if such Credit Party is the surviving entity, (iii) any Restricted Subsidiary (other than the Borrower) may merge, amalgamate or consolidate with any other Person (other than a Credit Party); provided that a Restricted Subsidiary shall be the continuing or surviving entity and to the extent such continuing or surviving Restricted Subsidiary assumes the obligations under any Existing Senior Notes, such Restricted Subsidiary shall become a Guarantor of the Credit Party Obligations and deliver an executed Joinder Agreement and the documents required pursuant to Section 5.10(b), (iv) any Restricted Subsidiary (other than the Borrower) may merge or amalgamate with any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4, (v) any Restricted Subsidiary (other than the Borrower) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferred to the Parent, the Borrower or any other Restricted Subsidiary and (vi) the Parent may merge, amalgamate or consolidate with any Person so long as (A) the Parent is the surviving entity or (B) the surviving entity (the “Successor Parent”) (x) is organized under the laws of the United States or any State thereof and (y) expressly assumes the Parent’s obligations under this Agreement and the other Credit Documents to which the Parent is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that, if the foregoing conditions in clauses (x) and (y) are satisfied, then the Successor Parent will automatically succeed to, and be substituted for, the Parent under this Agreement; provided, however, that the Parent shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of the Parent, and the Parent or the Successor Parent shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; (b) mergerany Restricted Subsidiary may sell, consolidation lease, transfer or liquidation otherwise dispose of a Subsidiary any or all of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that its Property to (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and Borrower, (ii) immediately after giving effect any Guarantor or (iii) any Restricted Subsidiary; provided that, with respect to transfers described in clause (iii), upon completion of such transaction, transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall have occurred and be continuinga Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) mergers, consolidations, liquidations, any Restricted Subsidiary (other than the Borrower) may liquidate or sales of all dissolve if the Parent determines in good faith that such liquidation or substantially all dissolution is in the best interests of the assets of a Subsidiary; provided that (i) any such transaction does Parent and is not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect materially disadvantageous to such transaction, no Default or Event of Default shall have occurred and be continuingthe Lenders; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing[reserved]; (e) the sale of inventory in the ordinary course of business[reserved]; orand (f) the Parent and its Restricted Subsidiaries (other than the Borrower) may consummate any sale other transaction permitted under Section 6.4 of assets among the Loan Parties Pro Rata Credit Agreement as in effect on the Closing Date; provided, however, that if the Parent is the subject of any merger, amalgamation or consolidation, it shall have provided not less than five Business Days’ notice of such merger, amalgamation or consolidation, and their Subsidiaries which the Parent (or its successor) shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the ordinary course Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of business all necessary “know your customer” or is otherwise in compliance with other similar checks under all other provisions of this Agreementapplicable laws and regulations.

Merger and Sale of Assets. Merge The Company will not merge or consolidate with nor permit any Consolidated Subsidiary to merge or into consolidate with any Personother corporation or sell, lease or transfer or otherwise dispose of all or, during any twelve (12) month period, a substantial part of its assets to any person or entity (except as otherwise provided herein); provided, however, if no Possible Default, Event of Default or Change of Control (as such term is hereinafter defined) shall then exist or immediately thereafter will begin to exist: (i) Any Consolidated Subsidiary may merge with (a) the Company (provided that the Company shall be the continuing or surviving corporation) or (b) any one or more other Consolidated Subsidiaries provided that either the continuing or surviving corporation shall be a Wholly-Owned Consolidated Subsidiary, or after giving effect to any merger pursuant to this sub-clause (b), the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries owned of the merged Consolidated Subsidiary immediately prior to such merger, (ii) Any Consolidated Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (a) the Company, (b) any Wholly-Owned Consolidated Subsidiary or (c) any Consolidated Subsidiary of which the Company and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of Voting Stock as the Company and/or one or more Wholly-Owned Consolidated Subsidiaries then own of the Consolidated Subsidiary making such sale, lease, transfer or other disposition, (iii) The Company may sell the stock or assets of any Consolidated Subsidiary if such sale or other disposition is determined by the board of directors of the Company to be in the best interests of the Company and such sale is for a Material Amount consideration which represents the fair value (as determined in good faith by the board of Assets directors of the Company) thereof at the time of such sale of such stock or liquidate or dissolve Borrower assets, (iv) The Company may merge with any other corporation, provided that the Company shall be the surviving corporation, (v) The Company or any Consolidated Subsidiary may sell all or any part of the assets of any of its divisions or operations if such sale or other disposition is determined by the board of directors of the Company and/or such Consolidated Subsidiary, exceptas the case may be, subject to Section 6.6be in the best interests of the Company and/or such Consolidated Subsidiary, as the case may be, and such sale is for a consideration which represents the fair value (as determined in good faith by the board of directors of the Company) thereof at the time of such sale or other disposition of such assets, and (vi) The Company or any Subsidiary may sell or transfer all or any part of the assets of any of its divisions or operations to any Subsidiary. In the event there occurs a Change of Control of the Company, the Commitments of the Lenders will immediately terminate and the outstanding Loans will become immediately due and payable. For purposes of this paragraph, a "Change of Control" shall occur if: (a) there shall be consummated (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's common stock would be converted into cash, securities or other property, other than a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of Company in which is to effect the reincorporation of Borrower in another state holders of the United StatesCompany's common stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of fifty percent (50%) or more of the assets or earning power of the Company; (b) mergerany "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, consolidation as amended, other than the Company or liquidation any employee benefit or stock ownership plan sponsored by the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such Plan, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing [twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a Subsidiary tender or exchange offer, open market purchases, privately negotiated purchases or otherwise; or (c) during any period of Borrower into Borrower two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company and any new director whose election by such Board of Directors or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof. Notwithstanding subparagraph (a) through (c) above, with Borrower as respect to the surviving corporationtransactions set forth in subparagraphs (a) or into and (b) above, a Change of Control shall not be deemed to have occurred if any other Subsidiary of Borrower, provided that such transaction (i) is approved by a vote of at least two-thirds (2/3) of the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets directors and (ii) at the time of such vote, at least two-thirds (2/3) of the directors then in office were members of the Board of Directors of the Company immediately after giving effect prior to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.

Merger and Sale of Assets. Merge Borrower will not merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or nor permit any Consolidated SubsidiarySubsidiary to merge or consolidate with any other corporation or sell, exceptlease or transfer or otherwise dispose of all or, subject during any twelve (12) month period, a substantial part of its assets to Section 6.6any person or entity (except as otherwise provided herein); provided, however, if no Possible Default shall then exist or immediately thereafter will begin to exist: (i) Any Consolidated Subsidiary may merge with (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with provided that Borrower as shall be the continuing or surviving corporation) or into (b) any one or more other Subsidiary of Borrower, Consolidated Subsidiaries provided that (i) either the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute continuing or surviving corporation shall be a Material Amount of Assets and (ii) immediately Wholly-Owned Consolidated Subsidiary, or after giving effect to any merger pursuant to this sub-clause (b), Borrower and/or one or more Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as Borrower and/or one or more Wholly-Owned Consolidated Subsidiaries owned of the merged Consolidated Subsidiary immediately prior to such transactionmerger, (ii) Any Consolidated Subsidiary may sell, no Default lease, transfer or Event otherwise dispose of Default shall have occurred and be continuing; any of its assets to (a) Borrower, (b) any Wholly-Owned Consolidated Subsidiary or (c) mergers, consolidations, liquidations, or sales any Consolidated Subsidiary of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by which Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to and/or one or more Persons in giving effect to Wholly-Owned Consolidated Subsidiaries shall own not less than the same percentage of Voting Stock as Borrower and/or one or more Wholly-Owned Consolidated Subsidiaries then own of the Consolidated Subsidiary making such merger sale, lease, transfer or consolidation, other disposition, (iii) Borrower may sell the stock or assets of any Consolidated Subsidiary if such sale or other disposition is determined by the surviving Person board of directors of Borrower to be in the best interests of Borrower and such sale is for a consideration which represents the fair value (as determined in good faith by the board of directors of Borrower) thereof at the time of such sale of such stock or assets, (iv) immediately after giving effect to such mergerBorrower may merge with any other corporation, no Default or Event of Default provided that Borrower shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.surviving corporation,