Common use of Merger, Consolidation, Etc Clause in Contracts

Merger, Consolidation, Etc. If (A) any person (the “Acquirer”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into or consolidated with another person or (B) the Company sells or conveys all or substantially all of its assets to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrant.

Merger, Consolidation, Etc. If (A) any person (capital reorganization or reclassification of the “Acquirer”) directly capital stock of the Company, or indirectly acquires consolidation or merger of the Company in a transaction in which the Company is merged with or into another corporation, or consolidated with another person or (B) the Company sells or conveys sale of all or substantially all of its assets to another person (unlesscorporation shall be effected, subsequent then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder of the Warrant shall thereafter have the right to purchase and receive on exercise of such merger, consolidation or other transaction, Warrant upon the Company is basis and upon the surviving entity terms and conditions specified in this Agreement and in lieu of the stockholders shares of the Common Stock of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) theretofore purchasable and receivable upon the exercise of the Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares such Common Stock immediately, theretofore purchasable and receivable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder of the Warrant to the end that the provisions of this Warrant Agreement (including, without limitation, provision for adjustment of the number of shares issuable upon the exercise of the Warrant) shall thereafter be applicable as nearly as may be in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrant. The Company shall not effect any such consolidation, merger or sale, unless, prior to such Changeor simultaneously with the consummation thereof, the Holder successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be entitled to receive such Warrant Shares or other securitiesassume, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition by written instrument acceptable to the consummation of such ChangeHolder, the Company shall take all reasonable steps obligation to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date such shares of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holderstock, securities or asset as, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give noticeforegoing provisions, the responsibilities of the Company with respect Holder would be entitled to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantpurchase.

Merger, Consolidation, Etc. If (i) In any event when (A) any person (the “Acquirer”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into or consolidated with another person or (B) the Company sells or conveys all or substantially all of its assets to another person (unless, subsequent to such merger, consolidation or other the transaction, the Company is the surviving entity and has reporting obligations under the stockholders Exchange Act as a result of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transactionhaving common equity securities outstanding, in which case, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such transaction)(such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this each Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of this the Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which such Holder would have been entitled to receive after the occurrence happening of such Change had this such Warrant been exercised immediately prior to such Change. As (ii) Notwithstanding the foregoing, but subject to the following sentence, if a condition Holder of a Warrant so elects by giving written notice thereof to the Company on or before the day immediately preceding the date of the consummation of such Change, the Holder shall not be required to make any payment upon exercise of the Warrant, and shall be entitled to receive from the Company shall take all reasonable steps to cause or the Acquirer to execute and deliver to the Holder of this Warrant a written instrument (in which the Acquirer assumes all lieu of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments adjustment provided for in Section 7 11(d)(i) above) a cash amount equal to the Black-Scholes Value of this the Warrant (the “Cash-Out Option”) upon surrender of the Warrant Certificate representing such Warrant. The Company shall give written notice right of any Change a Holder to elect the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein Cash-Out Option shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrant.available if

Merger, Consolidation, Etc. If In the event that the Company -------------------------- shall be a party to any transaction, including without limitation any (Ai) recapitalization or reclassification of the Preferred Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Preferred Shares), (ii) any person (the “Acquirer”) directly or indirectly acquires consolidation of the Company with, or merger of the Company into, any other individual, corporation, partnership, firm, joint venture, association, limited liability company or partnership, trust, unincorporated organization or governmental body (each referred to as a "Person"), any merger of another Person into the Company (other than a merger which does not result in a transaction in which the Company is merged with reclassification, conversion, exchange or into cancellation of outstanding shares of Preferred Shares), (iii) any sale or consolidated with another person or (B) the Company sells or conveys transfer of all or substantially all of its the assets to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the Company immediately prior or (iv) any compulsory share exchange, pursuant to which the transaction constitute at least a majority of Preferred Shares is converted into the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect right to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or receive other securities, cash, assets cash or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder then lawful provision shall be entitled made as part of the terms of such transaction whereby the Purchaser of each Warrant Share then outstanding shall have the right thereafter, to receive convert such share into the kind and amount of securities, cash and other property receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Preferred Shares into which such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would Share might have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Changerecapitalization, reclassification, consolidation, merger, sale, transfer or share exchange. As a condition The Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Company's shares, as the case may be, shall make provisions in its certificate or articles of incorporation, or in other constituent documents, to the consummation establish such right. Such certificate or articles of such Changeincorporation, the Company or other constituent documents, shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any provide for adjustments to the Warrant as assumed by the Acquirer that may occur which, for events subsequent to the effective date of such Change certificate or articles of incorporation, or other constituent documents, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7 of this Warrant2. The Company above provisions shall give written notice of any Change similarly apply to the Holdersuccessive recapitalization, in accordance with Section 7(e)reclassifications, at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) consolidations, mergers, sales, transfers or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantshare exchanges.

Merger, Consolidation, Etc. If Section 10.2 of the Note Purchase Agreement is hereby amended, by replacing the first paragraph of such provision with the following: Each Obligor will not, and will not permit any Subsidiary (Aother than any CLO Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the Obligors’ assets (other than any CLO Subsidiaries) (measured on a collective basis across all Obligors), or all or substantially all of the Capital Stock of the Obligors’ Subsidiaries (measured on a collective basis across all Obligors) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any person Person, including a Subsidiary or an Obligor, may merge into or consolidate with any of the Obligors in a transaction in which an Obligor is the surviving entity; (the “Acquirer”ii) directly any Person, other than an Obligor but including a Subsidiary, may merge into or indirectly acquires the Company consolidate with any Subsidiary in a transaction in which the Company surviving entity is merged with a Subsidiary that is wholly owned by one or more of the Obligors; (iii) any Obligor may merge into or consolidated consolidate with another person any Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary, provided that (solely in a case of such a transaction involving an Obligor other than Oaktree AIF), such Wholly Owned Subsidiary agrees to become an Obligor hereunder and executes and delivers documents reasonably requested by the Required Holders in form and substance reasonably satisfactory to the Required Holders with respect thereto (including, but not limited to, an opinion of counsel); (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any of the Obligors or to a Wholly Owned Subsidiary; (Bv) any Obligor may sell, transfer, lease or otherwise dispose of its assets (including any Capital Stock) to any other Obligor; (vi) any Obligor may sell, transfer, lease or otherwise dispose of its assets (including any Capital Stock) to a Wholly Owned Subsidiary of any Obligor, provided that in the Company sells event such transaction results in a transfer, lease or conveys other disposition of all or substantially all of its the Obligors’ assets (measured on a collective basis across all Obligors) to another person one or more Subsidiaries, each Subsidiary agrees to become an Obligor hereunder and executes and delivers documents reasonably requested by the Required Holders in form and substance reasonably satisfactory to the Required Holders with respect thereto (unlessincluding, subsequent to such mergerbut not limited to, consolidation an opinion of counsel); (vii) any Subsidiary may merge or consolidate with any other transaction, Person in a transaction in which the Company other Person is the surviving entity and the stockholders or sell, transfer, lease or otherwise dispose of the Company immediately prior its assets to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or any other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration DatePerson which, in lieu of the Warrant Shares each case, (or other securities, cash, assets or other propertyA) purchasable upon the exercise of this Warrant prior to such Change, transaction did not have any operations and (B) the Holder shall be entitled to receive Obligors own the same type and percentage of equity interests in such Warrant Shares or other securities, cash, assets or any other property whatsoever which Person as the Obligors owned in such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately Subsidiary prior to such Change. As a condition transaction; and (viii) Oaktree AIF or any Subsidiary of an Obligor may liquidate or dissolve if Oaktree AIF or such Obligor, respectively, determines in good faith that such liquidation or dissolution is in its best interests and is not materially disadvantageous to the consummation holders of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this WarrantNotes.

Merger, Consolidation, Etc. If If, at any time after the Issuance Date, there shall be (Ai) any person reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger of the “Acquirer”) directly or indirectly acquires the Company in Corporation with any other entity (other than a transaction merger in which the Company Corporation is merged with the surviving or into continuing entity and its capital stock is unchanged), (iii) any sale or consolidated with another person or (B) the Company sells or conveys transfer of all or substantially all of its the assets to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(cCorporation or (iv) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation any share exchange or other transaction referred pursuant to hereinafter as which all of the outstanding shares of Common Stock are converted into other securities or property (each of (i) — (iv) above being a “Corporate Change”), then, then the holders of Series B Preferred Stock shall thereafter have the right to receive upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Dateconversion, in lieu of the Warrant Shares (or other securitiesshares of Common Stock otherwise issuable, cashsuch shares of stock, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any securities and/or other property whatsoever which such Holder as would have been entitled issued or payable in such Corporate Change with respect to receive or in exchange for the number of shares of Common Stock which would have been issuable upon conversion had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Majority Holders) shall be made with respect to the rights and interests of the holders of the Series B Preferred Stock to the end that the economic value of the shares of Series B Preferred Stock are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Corporation, an immediate adjustment of the Conversion Price so that the Conversion Price immediately after the occurrence Corporate Change reflects the same relative value as compared to the value of such Change had this Warrant been exercised the surviving entity’s common stock that existed between the Conversion Price and the value of the Corporation’s Common Stock immediately prior to such Corporate Change. As a condition to the consummation of such Change) shall thereafter be applicable, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the adjustments provided for in Section 7 of this Warrantconversion thereof. The Company Corporation shall give not effect any Corporate Change unless (i) each holder of Series B Preferred Stock has received written notice of any Change to the Holder, in accordance with Section 7(e), such transaction at least ten Business Days 45 days prior thereto, but in no event later than 15 days prior to the effective record date for the determination of stockholders entitled to vote with respect thereto, and (ii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument (in form and substance reasonable satisfactory to the Majority Holders) the obligations of this Certificate of Designation. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series B Preferred Stock outstanding as of the date of the Change. The Company’s failure such transaction, and shall similarly apply to give notice required by this Section 7(c) successive reclassifications, consolidations, mergers, sales, transfers or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantshare exchanges.

Merger, Consolidation, Etc. If (A) any person (the “Acquirer“ Acquirer ”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into or consolidated with another person or (B) the Company sells or conveys all or substantially all of its assets to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “ChangeChange ”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrant.

Merger, Consolidation, Etc. If (Aa) any person The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of (the “Acquirer”) directly or indirectly acquires and the Company in will not cause or permit any of its Subsidiaries to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's and its Subsidiaries' assets (determined on a transaction in consolidated basis for the Company and its Subsidiaries) to, any Person or adopt a Plan of Liquidation unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Company and its Subsidiaries substantially as an entirety or in the case of a Plan of Liquidation, or Person to which assets of the Company and its Subsidiaries have been transferred (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Securities and the performance of every covenant of the Securities and this Indenture on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause(i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or into in respect of such transaction), the Company (in the case of clause (1) of the foregoing clause (i)) or consolidated such Person (in the case of clause (2) thereof) shall have a Consolidated Tangible Net Worth (immediately after the transaction but prior to any purchase accounting adjustments relating to such transaction) equal to or greater than the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; (iii) immediately before and after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with another person or in respect of the transaction) no Default and no Event of Default shall have occurred or be continuing; (iv) the Company or such Person shall have delivered to the Trustee (A) an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease or Plan of Liquidation and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this provision of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and (B) a certificate from the Company's independent certified public accountants stating that the Company sells has made the calculations required by clause (ii) above in accordance with the terms of this Indenture; and (v) each Subsidiary Guarantor, unless it is the other party to the transaction, shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply, without alteration or conveys amendment and in every identical respect as its Subsidiary Guarantee applies on the date it was granted under this Indenture to the obligations of the Company under this Indenture and the Securities, to the obligations of the Company or such Person, as the case may be, under this Indenture and the Securities after the consummation of such transaction of the Company. Notwithstanding the forego- ing, (x) a Wholly Owned Subsidiary of the Company may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to another person (unless, subsequent to such merger, consolidation or other transactionto, the Company is the surviving entity and the stockholders or another Wholly Owned Subsidiary of the Company immediately prior to the transaction constitute at least a majority without complying with clause (ii) of the stockholders above and (y) a series of transactions involving the sale of Receivables or interests therein by the Company following the transaction, this Section 7(c) or a Securitization Subsidiary in connection with a Qualified Securitization Transaction shall not apply with respect be deemed to such merger, consolidation be the sale of all or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes substantially all of the obligations under this Warrant and any adjustments Company's assets to the Warrant as assumed extent such transactions are consummated in the ordinary course of business. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the Acquirer that may occur subsequent to properties or assets of one or more Subsidiaries of the effective date Company, the Capital Stock of such Change which constitutes all or substantially all of the properties and assets of the Company, shall be as nearly equivalent as may deemed to be practicable to the adjustments provided for in Section 7 transfer of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date all or substantially all of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity properties and assets of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this WarrantCompany.

Merger, Consolidation, Etc. If The Shipowner shall not enter into any succession, merger or consolidation or convey, sell, demise charter, or otherwise transfer, or dispose of any portion of its properties or assets (A) any person (the “Acquirer”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into or consolidated with another person or (B) the Company sells or conveys all or substantially and all of its assets to another person (unlesswhich acts are encompassed within the words "sale" or "sold" as used herein), subsequent provided that if the Administrator gives prior written consent to such merger, consolidation or other transaction, the Company is the surviving entity then any successor shall (1) (by instrument amending or supplementing this Agreement, and the stockholders Mortgage, as may be necessary), expressly assume the payment of the Company immediately prior to principal of (and premium, if any) and interest on the transaction constitute at least a majority Outstanding Note in accordance with the terms of the stockholders of the Company following the transactionNote Purchase Agreement, this Section 7(c(2) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder Administrator, an endorsement to the Administrator's Note in form and substance satisfactory to the Administrator, and (3) expressly assume the payment of the principal of and interest on the Administrator's Note, and shall expressly assume the payment and performance of the agreements of the Shipowner in the Note Purchase Agreement, this Agreement, the Mortgage and any related document. Upon the assumption of the documents listed above, the Administrator shall consent to the surrender of each Vessel’s documents pursuant to 46 U.S.C. § 12136(b)(2), as amended; provided that, concurrently with such surrender, such Vessel shall be re-documented under the laws of the United States. Notwithstanding the foregoing Subsections of this Warrant a written instrument in which Section, the Acquirer assumes Shipowner shall not be deemed to have sold such properties or assets and the consent of the Administrator shall not be required if: (1) the Net Book Value of the aggregate of all the assets sold by the Shipowner during the prior twelve (12) month period does not exceed ten percent (10%) of the total Net Book Value of all of the obligations under this Warrant and any adjustments Shipowner's assets (the assets which are the basis for the calculation of the ten percent (10%) of the Net Book Value are those indicated on the most recent annual Audited Financial Statement required to be submitted pursuant to Article 13 hereof prior to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided sale); (2) the Shipowner retains the proceeds of the sale of assets for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, use in accordance with Section 7(e)the Shipowner's regular business activities; and (3) the sale is not otherwise prohibited by Subsection 12.01(c) above. Notwithstanding any other provision of this Subsection, at least ten Business Days the Shipowner may not consummate such sale without the Administrator’s prior consent if the Shipowner has not, prior to the effective date time of such sale, submitted to the Change. The Company’s failure Administrator its most recent annual Audited Financial Statement referred to give notice required by this Section 7(c) or above, and any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails attempt to give notice, the responsibilities of the Company with respect to this Section 7(c) consummate a sale absent such approval shall be assumed by the Acquirer null and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantvoid ab initio.

Merger, Consolidation, Etc. If (A) any person (the “Acquirer”) directly The Company will not merge or indirectly acquires the Company in a transaction in which the Company is merged consolidate with or into any Person, liquidate or consolidated with another person convey, transfer, lease or (B) the Company sells or conveys otherwise dispose of all or substantially all of its assets to another person (assets, whether in one transaction or a series of related transactions, unless, subsequent to : the successor formed by such merger, consolidation or other transactionthe survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the Company is the surviving entity and the stockholders assets of the Company immediately prior to as an entirety, as the transaction constitute at least case may be, shall be a majority solvent corporation or limited liability company organized and existing under the laws of the stockholders Commonwealth, the United States or any State thereof (including the District of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”Columbia), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). Howeverand, if the Company fails is not such corporation or limited liability company, (i) such corporation or limited liability company shall have executed and delivered to give noticeeach holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes; (ii) such corporation or limited liability company shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the responsibilities Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (iii) perfected security over the equity or membership interests in such successor has been granted in favor of the Collateral Agent; the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company with respect as an entirety, as the case may be, does not undertake any business other than the businesses contemplated under the Transaction Documents; the Designated Rating Agency (or if there is more than one Designated Rating Agency, each of the Designated Rating Agencies) has affirmed in writing that the then current rating of the Notes will not be downgraded as a consequence of such transaction; and immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company, or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 7(c) shall be assumed by 10.2, from its liability under this Agreement or the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this WarrantNotes.

Merger, Consolidation, Etc. If (A) any person (capital reorganization or reclassification of the “Acquirer”) directly capital stock of the Company, or indirectly acquires consolidation or merger of the Company in a transaction in which the Company is merged with or into another corporation, or consolidated with another person or (B) the Company sells or conveys sale of all or substantially all of its assets to another person (unlesscorporation shall be effected, subsequent then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder of the Warrant shall thereafter have the right to purchase and receive on exercise of such merger, consolidation or other transaction, Warrant upon the Company is basis and upon the surviving entity terms and conditions specified in this Agreement and in lieu of the stockholders shares of the Common Stock of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) theretofore purchasable and receivable upon the exercise of the Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares such Common Stock immediately, theretofore purchasable and receivable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder of the Warrant to the end that the provisions of this Warrant Agreement (including, without limitation, provision for adjustment of the number of shares issuable upon the exercise of the Warrant) shall thereafter be applicable as nearly as may be in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrant. The Company shall not effect any such consolidation, merger or sale, unless, prior to such Changeor simultaneously with the consummation thereof, the Holder successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be entitled to receive such Warrant Shares or other securitiesassume, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition by written instrument acceptable to the consummation of such ChangeHolder, the Company shall take all reasonable steps obligation to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date such shares of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holderstock, securities or assets as, in accordance with the foregoing provisions, the Holder would be entitled to purchase. The form of this Warrant Agreement need not be changed because of any adjustment made pursuant to this Section 7(e)6, and any Warrant Agreement issued in exchange or substitution hereof after such adjustment may state the same Exercise Price and the same number of shares of Common Stock as are stated in this Warrant Agreement. The Company may, however, at least ten Business Days prior any time in its sole discretion (which shall be conclusive) make any change in the form of Warrant Agreement that it may deem appropriate because of any adjustment made pursuant to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall 6 that does not affect the validity of substance hereof, and any Warrant Agreement thereafter issued, whether in exchange or substitution for this Warrant Agreement or otherwise, may be in the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantform as so changed.

Merger, Consolidation, Etc. If (A) any person (the “Acquirer”) directly or indirectly acquires the Company in a transaction in which the Company is shall be merged with or into and into, or consolidated with another person with, or (B) the Company sells or conveys all or substantially shall sell all of its assets to another person (unlessany other corporation, subsequent the Voting Trustees shall have authority to collect and receive the full consideration, if any, either in shares, money, securities or other property, to which the holders of the Shares then held be the Voting Trustees may become entitled, and, upon the receipt of such consideration, shall have authority to surrender or exchange the Shares then held by them hereunder, if and as required by the terms of such merger, consolidation or other transaction, sale. In the event that the Company is the surviving entity corporation in any merger or consolidation, to the extent that such consideration shall consist of shares having voting power, the Voting Trustees shall require the same to be issued in their names and the stockholders same shall be retained by the Voting Trustees in substitution for the Shares then held by them hereunder, said substituted shares to be held under and subject to the terms of this Agreement. In the event that the Company is not the surviving corporation in any merger or consolidation, the Voting Trust shall continue in accordance with this Agreement to the extent that such consideration shall consist of shares of the Company immediately prior surviving corporation having voting power, and the Voting Trustees shall require the same to be issued in the names and retained by the Voting Trustees in substitution for the Shares then held by them hereunder, said substituted shares to be held under and subject to the transaction constitute terms of this Agreement, unless the holders of at least a majority of the stockholders Voting Trust Certificates outstanding at the time of the Company following vote on the transactionmerger or consolidation vote to terminate the Voting Trust, this Section 7(c) in which case the Voting Trustees shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, distribute the shares received upon exercise of this Warrant at any time after the consummation of the Change but prior merger or consolidation to the Expiration Date, in lieu holders of the Warrant Shares (Voting Trust Certificates according to their respective interests upon presentation, if the Voting Trustees shall so require, of the Voting Trust Certificates, whereupon the Voting Trust Agreement shall forthwith terminate. To the extent that such consideration shall consist of shares, money, securities or property, other securities, cash, assets or other property) purchasable upon the exercise than shares of this Warrant prior to such Changestock having voting power, the Holder shall be entitled to receive Voting Trustees, after deducting therefrom or upon being paid, such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent amounts as may be practicable properly chargeable hereunder against the holders of Voting Trust Certificates, shall forthwith distribute the same among such holders according to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holdertheir respective interests, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). Howeverbut only upon presentation, if the Company fails to give noticeVoting Trustees shall so require, the responsibilities of such Voting Trust Certificates for endorsement thereon of the Company with respect to this Section 7(c) making of such distribution. If no part of such consideration shall consist of shares having voting power, such distribution shall be assumed made forthwith to the holders of Voting Trust Certificates, but only upon surrender by them to the Voting Trustees of their respective Voting Trust Certificates, whereupon this Agreement shall forthwith terminate. In the event of the receipt by the Acquirer Voting Trustees as aforesaid of shares having voting power and nothing in this paragraph shall prejudice the rights continuation of the Holder pursuant Voting Trust the corporation issuing such substituted shares shall thereafter be considered to this Warrantbe the Company for all purposes hereunder and the Voting Trustees may in their discretion issue, all holders of Voting Trust Certificates shall accept, new and appropriate Voting Trust Certificates similar in tenor to, and in exchange for, those theretofore outstanding, but calling for such substituted shares instead of the Shares theretofore held hereunder.

Merger, Consolidation, Etc. If If, at any time after the Issuance Daxx, xxxxx shall be (Ai) any person reclassification or change of the outstanding shares of Common Stock (the “Acquirer”other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) directly any consolidation or indirectly acquires the Company in merger of Borrower with any other entity (other than a transaction merger in which Borrower is the Company surviving or continuing entity and its capital stock is merged with unchanged), (iii) any sale or into or consolidated with another person or (B) the Company sells or conveys transfer of all or substantially all of its the assets to another person of Borrower or (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(civ) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation any share exchange or other transaction referred pursuant to hereinafter as which all of the outstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a “"Corporate Change”"), then, then Holder shall thereafter have the right to receive upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Dateconversion, in lieu of the Warrant Shares (or other securitiesshares of Common Stock otherwise issuable, cashsuch shares of stock, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any securities and/or other property whatsoever which such Holder as would have been entitled issued or payable in such Corporate Change with respect to receive or in exchange for the number of shares of Common Stock which would have been issuable upon conversion had such Corporate Change not taken place (without giving effect to the limitations contained in Article VIII), and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights and interests of Holder hereunder to the end that the economic value of this Note is in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not Borrower, an immediate adjustment of the Conversion Price and Forced Conversion Price so that the Conversion Price and Forced Conversion Price immediately after the occurrence Corporate Change reflects the same relative value as compared to the value of such Change had this Warrant been exercised the surviving entity's common stock that existed between the Conversion Price and Forced Conversion Price and the value of Borrower's Common Stock immediately prior to such Corporate Change) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof. As a condition Borrower shall not effect any Corporate Change unless (i) each Holder has received written notice of such transaction at least 45 days prior thereto, but in no event later than 15 days prior to the consummation record date for the determination of such Changestockholders entitled to vote with respect thereto, and (ii) the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a resulting successor or acquiring entity (if not Borrower) assumes by written instrument (in which the Acquirer assumes all of form and substance reasonable satisfactory to Holder) the obligations under this Warrant and any adjustments Note (including, without limitation, the obligation to make interest payments accrued but unpaid through the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change consolidation, merger or sale and accruing thereafter). The above provisions shall be as nearly equivalent as may be practicable to the adjustments provided apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for in Section 7 issuance upon conversion of this Warrant. The Company shall give written notice Note as of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure such transaction, and shall similarly apply to give notice required by this Section 7(c) successive reclassifications, consolidations, mergers, sales, transfers or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantshare exchanges.

Merger, Consolidation, Etc. If (A) any person (the “Acquirer”) directly or indirectly acquires the Company Neither Issuer shall, in a single transaction in which the Company is merged or series of transactions, consolidate or merge with or into (whether or consolidated with another person not such Issuer is the surviving Person), or (B) the Company sells sell, assign, transfer, lease, convey or conveys otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another person limited-liability company, corporation, Person or entity, unless (unless, subsequent to a) such merger, consolidation or other transaction, the Company Issuer is the surviving entity or the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a limited-liability company, partnership or a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (b) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes and the stockholders Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (c) immediately before and after such transaction, no Default or Event of Default exists; (d) such Issuer or any entity or Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction and (ii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; (e) any such transaction would not require any Holder of Notes to obtain a Gaming License or be qualified under the laws of any applicable gaming jurisdiction in the absence of such transactions, provided that a transaction involving a jurisdiction that does not require the licensing or qualification of all of the holders of the Notes, but reserves the discretionary right to require the licensing or qualification of any holder of Notes, shall not be prohibited pursuant to the terms of this clause (e); (f) any such transaction would not result in the loss of any qualification or any material license of the Company immediately prior or its Subsidiaries necessary for any Gaming Business then operated by the Company or its Subsidiary; and (g) the Issuers have delivered to the transaction constitute at least a majority Trustee an opinion of counsel reasonably satisfactory to the Trustee confirming that the holders of the stockholders of the Company following the transactionoutstanding Notes will not recognize income, this Section 7(c) shall not apply with respect to such merger, consolidation gain or other transaction) (such merger, consolidation or other transaction referred to hereinafter loss for federal income tax purposes as a “Change”), then, upon exercise result of this Warrant such transaction and will be subject to federal income tax in the same manner and at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder same times as would have been entitled the case if such transaction had not occurred. Upon creation of Parent or upon the other transfer of sufficient membership interests to receive after cause a dissolution for purposes of Section 708 of the occurrence Internal Revenue Code of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change1986, as amended, and any successor provision thereto, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder Trustee an opinion of this Warrant a written instrument in which counsel reasonably satisfactory to the Acquirer assumes all Trustee confirming that the Holders of the obligations under this Warrant and any adjustments to the Warrant outstanding Notes will not recognize income, gain or loss for federal income tax purposes as assumed by the Acquirer that may occur subsequent to the effective date a result of such Change shall transaction and will be subject to federal income tax in the same manner and at the same times as nearly equivalent as may be practicable to would have been the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall case if such transaction had not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantoccurred.

Merger, Consolidation, Etc. If Each Borrower shall not, and shall permit any other Credit Party or any of its or their Subsidiaries to, consolidate with or merge with any other corporation or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person unless: (Ai) any person (the “Acquirer”) directly such merger, consolidation, conveyance, transfer, or indirectly acquires lease is with or to another Credit Party, provided, that neither the Company in a transaction in which the Company is merged with nor any Borrower may sell or into or consolidated with another person or (B) the Company sells or conveys all or otherwise transfer substantially all of its assets to another person any Person or fail to survive any such merger or consolidation related to it; (unless, subsequent to ii) (a) the successor formed by such merger, consolidation or other transactionthe survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the Company assets of any Credit Party or any of its Subsidiaries, as the case may be, shall be a solvent corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if such Credit Party or such Subsidiary is not such corporation, (b) such corporation shall have executed and delivered to the surviving entity Administrative Agent its assumption of the obligations due and punctual performance and observance of each covenant and condition of this Agreement and the stockholders other Loan Documents, and (c) shall have caused to be delivered to the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Company Administrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (iii) immediately prior to such transaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately prior to such transaction and after giving effect thereto, each Borrower would be permitted by the transaction constitute provisions of Section 6.04(d) hereof to incur at least a majority $1.00 of additional Indebtedness. Notwithstanding the stockholders of foregoing, Xxxxxxx may enter into the Company following Proposed Transaction provided that: (a) the transaction, this Section 7(cconditions set forth in clause (ii) shall not apply with respect to such merger, consolidation or other transactionabove are satisfied; (b) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior Proposed Transaction is in full compliance with the conditions set forth in Section 5.09 hereof; (c) the transfer or conveyance of assets are to the Expiration Datedirect or indirect wholly-owned subsidiaries of Xxxxxxx; and (d) Xxxxxxx has received adequate consideration for such transfer. No such conveyance, in lieu transfer or lease of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes substantially all of the obligations assets of any Credit Party or any of its Subsidiaries shall have the effect of releasing such Credit Party or its Subsidiaries or any successor corporation that shall theretofore have become such in the manner prescribed in this Section 6.02 from its liability under this Warrant and any adjustments Agreement, the Notes, or the other Loan Documents to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of which it is a party. No such Change conveyance, transfer or lease otherwise permitted under this Section 6.02 shall be as nearly equivalent as may be practicable to the adjustments provided for permissible if it would result in Section 7 a violation of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(cArticle VII (m) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c(n) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warranthereof.

Merger, Consolidation, Etc. If (A) any person (In the “Acquirer”) directly event that Parent [i] is a party to a merger or indirectly acquires the Company in a transaction consolidation in which the Company Parent shall not be the surviving corporation or [ii] shall sell all or substantially all of its assets, the surviving corporation or the entity to which such sale has been made as the case may be, shall upon the request of the Parent and as a condition of such merger, consolidation, or sale, assume the obligations of the Parent with regard to this Guarantee, and shall confirm by an instrument in writing its assumption of the obligations and duties of the Parent hereunder or [iii] in the event that the Subsidiary is merged with a party to a merger or into consolidation in which the Subsidiary shall not be the surviving corporation or consolidated with another person or (B) the Company sells or conveys [iv] shall sell all or substantially all of its assets or [v] Parent shall sell to another person (unlessa third-party a majority interest in Subsidiary the surviving corporation or the entity to which such sale of assets has been made or the entity to which such sale of stock has been made as the case may be, subsequent to shall as a condition of such merger, consolidation consolidation, sale of assets, or other transactionsale of stock, agree to assume the Company is full guarantee of Parent, and Parent shall in addition remain liable upon its Guarantee unless the surviving corporation, purchaser of assets, or purchaser of stock shall possess a quality rating issued by a National Rating Agency equal to or greater than Parent. If such surviving corporation or entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to who has purchased such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior stock possesses a quality rating issued by a National Rating Agency equal to such Changeor greater than Parent, the Holder it shall be entitled agree in writing to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes assume all of the Parent's obligations under this Warrant Guarantee, and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date shall file a copy of such Change writing with all Departments of Insurance in states in which Subsidiary conducts business after which time, Parent's Guarantee shall terminate and Parent shall be as nearly equivalent as may be practicable to relieved of all responsibility thereunder. For the adjustments provided for in Section 7 purposes of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrant.Guarantee "

Merger, Consolidation, Etc. If If, at any time during the Adjustment Period, there shall be (Ai) any person reclassification or change of the outstanding shares of Common Stock (the “Acquirer”other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) directly any consolidation or indirectly acquires merger of the Company in with any other entity (other than a transaction merger in which the Company is merged with the surviving or into continuing entity and its capital stock is unchanged), (iii) any sale or consolidated with another person or (B) the Company sells or conveys transfer of all or substantially all of its the assets to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(cor (iv) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation any share exchange or other transaction referred pursuant to hereinafter as which all of the outstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a “Change”"CORPORATE CHANGE"), then, then the holder hereof shall thereafter have the right to receive upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration DateWarrant, in lieu of the Warrant Shares otherwise issuable, such shares of stock, securities and/or other property as would have been issued or payable in such Corporate Change with respect to or in exchange for the number of Warrant Shares which would have been issuable upon exercise had such Corporate Change not taken place (or other securitieswithout giving effect to the limitations contained in Section 10), cashand in any such case, assets or other propertyappropriate provisions (in form and substance reasonably satisfactory to the holder hereof) purchasable upon shall be made with respect to the exercise rights and interests of the holder to the end that the economic value of this Warrant prior to is in no way diminished by such ChangeCorporate Change and that the provisions hereof (including, without limitation, in the Holder shall be entitled to receive case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Company, an immediate adjustment of the Exercise Price and Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive so that the Exercise Price and Warrant Shares immediately after the occurrence Corporate Change reflects the same relative value as compared to the value of such Change had this the surviving entity's common stock that existed between the Exercise Price and the Warrant been exercised Shares and the value of the Company's Common Stock immediately prior to such Corporate Change. As a condition to the consummation of such Change) shall thereafter be applicable, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the exercise thereof. The Company shall not effect any Corporate Change unless (A) the holder hereof has received written notice of such transaction at least 30 days prior thereto, but in no event later than 15 days prior to the adjustments provided record date for the determination of stockholders entitled to vote with respect thereto, and (B) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in Section 7 form and substance reasonable satisfactory to the holder hereof) the obligations of the Company under this Warrant. The Company above provisions shall give written notice apply regardless of any Change to whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise hereof as of the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure such transaction, and shall similarly apply to give notice required by this Section 7(c) successive reclassifications, consolidations, mergers, sales, transfers or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantshare exchanges.

Merger, Consolidation, Etc. If Each Borrower shall not, and shall not permit any other Credit Party or any of its or their Subsidiaries to, consolidate with or merge with any other corporation or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person unless: (Ai) any person (the “Acquirer”) directly such merger, consolidation, conveyance, transfer, or indirectly acquires lease is with or to another Credit Party, provided, that neither the Company in a transaction in which the Company is merged with nor any Borrower may sell or into or consolidated with another person or (B) the Company sells or conveys all or otherwise transfer substantially all of its assets to another person any Person or fail to survive any such merger or consolidation related to it; (unless, subsequent to ii) (a) the successor formed by such merger, consolidation or other transactionthe survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the Company assets of any Credit Party or any of its Subsidiaries, as the case may be, shall be a solvent corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if such Credit Party or such Subsidiary is not such corporation, (b) such corporation shall have executed and delivered to the surviving entity Administrative Agent its assumption of the obligations due and punctual performance and observance of each covenant and condition of this Agreement and the stockholders of the Company immediately prior other Loan Documents, and (c) shall have caused to be delivered to the transaction constitute at least a majority Administrative Agent an opinion of the stockholders of the Company following the transactionnationally recognized independent counsel, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior independent counsel reasonably satisfactory to the Expiration DateAdministrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in lieu of accordance with their terms and comply with the Warrant Shares terms hereof; (or other securities, cash, assets or other propertyiii) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Changetransaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately prior to such transaction and after giving effect thereto, each Borrower would be permitted by the provisions of Section 6.04(d) hereof to incur at least $1.00 of additional Indebtedness. As a condition to the consummation No such conveyance, transfer or lease of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes substantially all of the obligations assets of any Credit Party or any of its Subsidiaries shall have the effect of releasing such Credit Party or its Subsidiaries or any successor corporation that shall theretofore have become such in the manner prescribed in this Section 6.02 from its liability under this Warrant and any adjustments Agreement, the Notes, or the other Loan Documents to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of which it is a party. No such Change conveyance, transfer or lease otherwise permitted under this Section 6.02 shall be as nearly equivalent as may be practicable to the adjustments provided for permissible if it would result in Section 7 a violation of this WarrantArticle VII (m) hereof. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this WarrantSECTION 6.03.

Merger, Consolidation, Etc. If If, at any time after the Issuance Date, there shall be (Ai) any person reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger of the “Acquirer”) directly or indirectly acquires the Company in Corporation with any other entity (other than a transaction merger in which the Company Corporation is merged with the surviving or into continuing entity and its capital stock is unchanged), (iii) any sale or consolidated with another person or (B) the Company sells or conveys transfer of all or substantially all of its the assets to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(cCorporation or (iv) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation any share exchange or other transaction referred pursuant to hereinafter as which all of the outstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a “Corporate Change”), then, then the holders of Series A Preferred Stock shall thereafter have the right to receive upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Dateconversion, in lieu of the Warrant Shares (or other securitiesshares of Common Stock otherwise issuable, cashsuch shares of stock, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any securities and/or other property whatsoever which such Holder as would have been entitled issued or payable in such Corporate Change with respect to receive or in exchange for the number of shares of Common Stock which would have been issuable upon conversion had such Corporate Change not taken place, and in any such case, appropriate provisions (in form and substance reasonably satisfactory to the Majority Holders) shall be made with respect to the rights and interests of the holders of the Series A Preferred Stock to the end that the economic value of the shares of Series A Preferred Stock are in no way diminished by such Corporate Change and that the provisions hereof (including, without limitation, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is not the Corporation, an immediate adjustment of the Conversion Price so that the Conversion Price immediately after the occurrence Corporate Change reflects the same relative value as compared to the value of such Change had this Warrant been exercised the surviving entity’s common stock that existed between the Conversion Price and the value of the Corporation’s Common Stock immediately prior to such Corporate Change. As a condition to the consummation of such Change) shall thereafter be applicable, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the adjustments provided for in Section 7 of this Warrantconversion thereof. The Company Corporation shall give not effect any Corporate Change unless (i) each holder of Series A Preferred Stock has received written notice of any Change to the Holder, in accordance with Section 7(e), such transaction at least ten Business Days 45 days prior thereto, but in no event later than 15 days prior to the effective record date for the determination of stockholders entitled to vote with respect thereto, and (ii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument (in form and substance reasonable satisfactory to the Majority Holders) the obligations of this Certificate of Designation. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series A Preferred Stock outstanding as of the date of the Change. The Company’s failure such transaction, and shall similarly apply to give notice required by this Section 7(c) successive reclassifications, consolidations, mergers, sales, transfers or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantshare exchanges.

Merger, Consolidation, Etc. (i) If (A) any person (the “"Acquirer”") directly or indirectly acquires the Company in a transaction in which the Company is merged with or into or consolidated with another person or (B) the Company sells or conveys all or substantially all of its assets to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and has reporting obligations under the stockholders Exchange Act as a result of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transactionhaving common equity securities outstanding, in which case, this Section 7(c7(g) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “"Change”"), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrant.

Merger, Consolidation, Etc. If Each Borrower shall not, and shall permit any other Credit Party or any of its or their Subsidiaries to, consolidate with or merge with any other corporation or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person unless: (Ai) any person (the “Acquirer”) directly such merger, consolidation, conveyance, transfer, or indirectly acquires lease is with or to another Credit Party, provided, that neither the Company in a transaction in which the Company is merged with nor any Borrower may sell or into or consolidated with another person or (B) the Company sells or conveys all or otherwise transfer substantially all of its assets to another person any Person or fail to survive any such merger or consolidation related to it; (unless, subsequent to ii) (a) the successor formed by such merger, consolidation or other transactionthe survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the Company assets of any Credit Party or any of its Subsidiaries, as the case may be, shall be a solvent corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if such Credit Party or such Subsidiary is not such corporation, (b) such corporation shall have executed and delivered to the surviving entity Administrative Agent its assumption of the obligations due and punctual performance and observance of each covenant and condition of this Agreement and the stockholders other Loan Documents, and (c) shall have caused to be delivered to the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Company Administrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (iii) immediately prior to such transaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately prior to such transaction and after giving effect thereto, each Borrower would be permitted by the transaction constitute provisions of Section 6.04(d) hereof to incur at least a majority $1.00 of additional Indebtedness. Notwithstanding the stockholders of foregoing, Lippert may enter into the Company following the transaction, this Section 7(cProposed Transaction provided that: (a) shall not apply with respect to such merger, consolidation or other transactionxxx xxxditions set forth in clause (ii) above are satisfied; (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after b) the consummation of the Change but prior Proposed Transaction is in full compliance with the conditions set forth in Section 5.09 hereof; (c) the transfer or conveyance of assets are to the Expiration Datedirect or indirect wholly-owned subsidiaries of Lippert; and (d) Lippert has received adequate consideration for suxx xxxxsfer. No xxxx xxnveyance, in lieu transfer or lease of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes substantially all of the obligations assets of any Credit Party or any of its Subsidiaries shall have the effect of releasing such Credit Party or its Subsidiaries or any successor corporation that shall theretofore have become such in the manner prescribed in this Section 6.02 from its liability under this Warrant and any adjustments Agreement, the Notes, or the other Loan Documents to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of which it is a party. No such Change conveyance, transfer or lease otherwise permitted under this Section 6.02 shall be as nearly equivalent as may be practicable to the adjustments provided for permissible if it would result in Section 7 a violation of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(cArticle VII (m) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c(n) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warranthereof.

Merger, Consolidation, Etc. If Each Borrower shall not, and shall not permit any other Credit Party or any of its or their Subsidiaries to, consolidate with or merge with any other corporation or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person unless: (Ai) any person (the “Acquirer”) directly such merger, consolidation, conveyance, transfer, or indirectly acquires lease is with or to another Credit Party, provided, that neither the Company in a transaction in which the Company is merged with nor any Borrower may sell or into or consolidated with another person or (B) the Company sells or conveys all or otherwise transfer substantially all of its assets to another person any Person or fail to survive any such merger or consolidation related to it; (unless, subsequent to ii) (a) the successor formed by such merger, consolidation or other transactionthe survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the Company assets of any Credit Party or any of its Subsidiaries, as the case may be, shall be a solvent corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if such Credit Party or such Subsidiary is not such corporation, (b) such corporation shall have executed and delivered to the surviving entity Administrative Agent its assumption of the obligations due and punctual performance and observance of each covenant and condition of this Agreement and the stockholders of the Company immediately prior other Loan Documents, and (c) shall have caused to be delivered to the transaction constitute at least a majority Administrative Agent an opinion of the stockholders of the Company following the transactionnationally recognized independent counsel, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior independent counsel reasonably satisfactory to the Expiration DateAdministrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in lieu of accordance with their terms and comply with the Warrant Shares terms hereof; (or other securities, cash, assets or other propertyiii) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Changetransaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately prior to such transaction and after giving effect thereto, each Borrower would be permitted by the provisions of Section 6.04(d) hereof to incur at least $1.00 of additional Indebtedness. As a condition to the consummation No such conveyance, transfer or lease of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes substantially all of the obligations assets of any Credit Party or any of its Subsidiaries shall have the effect of releasing such Credit Party or its Subsidiaries or any successor corporation that shall theretofore have become such in the manner prescribed in this Section 6.02 from its liability under this Warrant and any adjustments Agreement, the Notes, or the other Loan Documents to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of which it is a party. No such Change conveyance, transfer or lease otherwise permitted under this Section 6.02 shall be as nearly equivalent as may be practicable to the adjustments provided for permissible if it would result in Section 7 a violation of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(cArticle VII (m) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warranthereof.

Merger, Consolidation, Etc. If (A) any person (capital reorganization or reclassification of the “Acquirer”) directly capital stock of the Company, or indirectly acquires consolidation or merger of the Company in a transaction in which the Company is merged with or into another corporation, or consolidated with another person or (B) the Company sells or conveys sale of all or substantially all of its assets to another person (unlesscorporation shall be effected, subsequent then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder of the Warrant shall thereafter have the right to purchase and receive on exercise of such merger, consolidation or other transaction, Warrant upon the Company is basis and upon the surviving entity terms and conditions specified in this Agreement and in lieu of the stockholders shares of the Common Stock of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) theretofore purchasable and receivable upon the exercise of the Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares such Common Stock immediately, theretofore purchasable and receivable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder of the Warrant to the end that the provisions of this Warrant Agreement (including, without limitation, provision for adjustment of the number of shares issuable upon the exercise of the Warrant) shall thereafter be applicable as nearly as may be in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrant. The Company shall not effect any such consolidation, merger or sale, unless, prior to such Changeor simultaneously with the consummation thereof, the Holder successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be entitled to receive such Warrant Shares or other securitiesassume, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition by written instrument acceptable to the consummation of such ChangeHolder, the Company shall take all reasonable steps obligation to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date such shares of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holderstock, securities or assets as, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give noticeforegoing provisions, the responsibilities of the Company with respect Holder would be entitled to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrantpurchase.

Merger, Consolidation, Etc. If (A) any person (the “Acquirer“ Acquirer ”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into or consolidated with another person or (B) the Company sells or conveys all or substantially all of its assets to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply NY 242,134,021v4 with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e7(f), at least ten three Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrant.

Merger, Consolidation, Etc. If (A) Each Obligor will not, and will not permit any person (the “Acquirer”) directly or indirectly acquires the Company in a transaction in which the Company is merged Subsidiary to, consolidate with or into merge with any other corporation or consolidated with another person convey, transfer or (B) the Company sells or conveys all or lease substantially all of its assets in a single transaction or series of transactions to another person any Person (unlessexcept that any Subsidiary may merge with or into, subsequent or convey, transfer or lease substantially all of its assets to, any Obligor or any Wholly-Owned Subsidiary if (1) in any such merger or consolidation involving an Obligor, the Obligor is the survivor and (2) immediately after giving effect to any such merger, consolidation or other transactionconveyance, transfer or lease, no Default or Event of Default would exist) unless: (a) the Company is the surviving entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to successor formed by such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence survivor of such Change had this Warrant been exercised immediately prior to such Change. As a condition to merger or the consummation of such ChangePerson that acquires by conveyance, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes transfer or lease substantially all of the obligations assets of such Obligor or such Subsidiary as an entirety, as the case may be, shall be a solvent corporation organized and existing under this Warrant the laws of the United States or any State thereof (including the District of Columbia), and, in the case of any such transaction involving an Obligor, if such Obligor is not such corporation, (i) such corporation shall have executed and delivered to each holder of any adjustments Notes its assumption of the due and punctual performance and observance of each covenant and condition of any Financing Documents to which it is a party and (ii) shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Warrant as assumed by the Acquirer that may occur subsequent Required Holders, to the effective date of effect that all agreements or instruments effecting such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, assumption are enforceable in accordance with Section 7(e)their terms and comply with the terms hereof; (b) immediately after giving effect to such transaction, at least ten Business Days prior to the effective date no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of substantially all of the Change. The Company’s failure to give notice required by assets of such Obligor or such Subsidiary shall have the effect of releasing such Obligor or such Subsidiary or any successor corporation that shall theretofore have become such in the manner prescribed in this Section 7(c) or 10.9 from its liability under any defect therein shall not affect the validity of the Change covered by this Financing Documents to which it is a party. Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrant10.10.

Merger, Consolidation, Etc. If (A) any person (the “Acquirer“ Acquirer ”) directly or indirectly acquires the Company in a transaction in which the Company is merged with or into or consolidated with another person or (B) the Company sells or conveys all or substantially all of its assets to another person (unless, subsequent to such merger, consolidation or other transaction, the Company is the surviving entity and the stockholders of the Company immediately prior to the transaction constitute at least a majority of the stockholders of the Company following the transaction, this Section 7(c) shall not apply with respect to such merger, consolidation or other transaction) (such merger, consolidation or other transaction referred to hereinafter as a “Change”), then, upon exercise of this Warrant at any time after the consummation of the Change but prior to the Expiration Date, in lieu of the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Change, the Holder shall be entitled to receive such Warrant Shares or other securities, cash, assets or any other property whatsoever which such Holder would have been entitled to receive after the occurrence of such Change had this Warrant been exercised immediately prior to such Change. As a condition to the consummation of such Change, the Company shall take all reasonable steps to cause the Acquirer to execute and deliver to the Holder of this Warrant a written instrument in which the Acquirer assumes all of the obligations under this Warrant and any adjustments to the Warrant as assumed by the Acquirer that may occur subsequent to the effective date of such Change shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of this Warrant. The Company shall give written notice of any Change to the Holder, in accordance with Section 7(e), at least ten Business Days prior to the effective date of the Change. The Company’s failure to give notice required by this Section 7(c) or any defect therein shall not affect the validity of the Change covered by this Section 7(c). However, if the Company fails to give notice, the responsibilities of the Company with respect to this Section 7(c) shall be assumed by the Acquirer and nothing in this paragraph shall prejudice the rights of the Holder pursuant to this Warrant.