Common use of Merger, Consolidation, Etc Clause in Contracts

Merger, Consolidation, Etc. The Company will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: (a) in the case of any such transaction involving the Company, 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 as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, 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 or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease.

Merger, Consolidation, Etc. The Company will notNo Note Party shall, and will not nor shall it permit any Subsidiary Guarantor of its Subsidiaries to, directly or indirectly, (a) consummate a Division/Series Transaction or (b) merge with, consolidate with or merge with any other Person into, dissolve or liquidate into or sell, convey, transfer transfer, lease or lease otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in a single transaction or series of transactions to any Person unless: (a) in the case favor of any such transaction involving Person, except (i) a Subsidiary that is not a Note Party may merge into any Note Party or any Subsidiary of a Note Party, (ii) a Subsidiary that is a Note Party that is not the CompanyCompany may merge into any other Note Party, 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 (iii) any Subsidiary of the Company as an entirety shall be a solvent corporationmay liquidate, limited liability company wind up or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia)dissolve; provided, and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 Required Holdersthat, to the effect that all agreements or instruments effecting extent such assumption are enforceable in accordance with their terms and comply with the terms hereof; (b) in the case of any such transaction involving Subsidiary is a Subsidiary Guarantor, the successor formed substantially all assets or business held 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 such subject Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counseltransferred to, or other independent counsel reasonably satisfactory to the Required Holdersotherwise owned or conducted by, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately Note Party after giving effect to such transaction liquidation, winding up or each transaction in dissolution, (iv) any Excluded Subsidiary of the Company may liquidate, wind up or dissolve; provided, that substantially all assets or business held by such series of transactionssubject Subsidiary shall be transferred to, no Default or Event of Default shall have occurred and be continuing. No otherwise owned or conducted by, another Excluded Subsidiary or a Note Party after giving effect to such conveyanceliquidation, transfer winding up or dissolution, (v) any Note Party (other than the Company) may sell convey, transfer, lease or otherwise dispose of substantially all of the assets of the Company its property (upon voluntary liquidation or otherwise) to any other Note Party, (vi) any Excluded Subsidiary Guarantor shall have the effect of releasing the Company may sell convey, transfer, lease or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease otherwise dispose of substantially all of the assets of a its property (upon voluntary liquidation or otherwise) to any other Excluded Subsidiary Guarantoror to any Note Party, such (vii) any Subsidiary Guarantor may sell, convey, transfer, lease or dispose of Stock to any other Note Party, (viii) any Excluded Subsidiary (to the extent such Stock is released from its owned by an Excluded Subsidiary) may sell, convey, transfer, lease or dispose of Stock to any other Excluded Subsidiary Guaranty in accordance with or to any Note Party to the extent permitted under Section 9.7(b4.28 (other than clause (c) thereof), (ix) any Excluded Subsidiary (to the extent such Stock is owned by a Note Party) may sell, convey, transfer, lease or dispose of Stock to any Note Party, (x) [reserved], (xi) in connection with any transaction expressly permitted pursuant to Section 4.28(e), 4.28(l), 4.28(p), 4.30(b), 4.30(n) or immediately following 4.30(u) (provided that, to the extent any such conveyancetransaction involves (X) a Note Party other than the Company, transfer the Note Party is either (A) the surviving Person or lease(B) the Parent Entity of the surviving Person and the Note Party complies with the provisions of the succeeding sentence with respect to such surviving Person, or (Y) the Company, the Company is the surviving Person). No Note Party shall, nor shall permit any of its Subsidiaries to, establish or form any Subsidiary, unless such Subsidiary is either an Excluded Subsidiary or complies with Section 4.13 and executes and/or delivers all other documents, agreements and instruments reasonably requested by the Collateral Agent or the Administrative Determination Holder(s), prior to the Braidwell Disposition Date, the Braidwell Holders, or prior to the Deerfield Disposition Date, the Deerfield Holders to perfect a Lien in favor of Collateral Agent (for the benefit of the Secured Parties) on such Subsidiary’s assets (other than Excluded Assets) and to make such Subsidiary a Guarantor under the Notes.

Merger, Consolidation, Etc. The Company will notNo Note Party shall, and will not nor shall it permit any Subsidiary Guarantor of its Subsidiaries to, directly or indirectly, (a) consummate a Division/Series Transaction or (b) merge with, consolidate with or merge with any other Person into, dissolve or liquidate into or sell, convey, transfer transfer, lease or lease otherwise dispose of (whether in one transaction or in a series of transactions) with respect to all or substantially all of its assets (whether now owned or hereafter acquired) to or in a single transaction or series of transactions to any Person unless: (a) in the case favor of any such transaction involving Person, except (i) a Subsidiary that is not a Note Party may merge into any Note Party or any Subsidiary of a Note Party, (ii) a Subsidiary that is a Note Party that is not the CompanyCompany may merge into any other Note Party, 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 (iii) any Subsidiary of the Company as an entirety shall be a solvent corporationmay liquidate, limited liability company wind up or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia)dissolve; provided, and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 Required Holdersthat, to the effect that all agreements or instruments effecting extent such assumption are enforceable in accordance with their terms and comply with the terms hereof; (b) in the case of any such transaction involving Subsidiary is a Subsidiary Guarantor, the successor formed substantially all assets or business held 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 such subject Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counseltransferred to, or other independent counsel reasonably satisfactory to the Required Holdersotherwise owned or conducted by, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately Note Party after giving effect to such transaction liquidation, winding up or each transaction in dissolution, (iv) any Excluded Subsidiary of the Company may liquidate, wind up or dissolve; provided, that substantially all assets or business held by such series of transactionssubject Subsidiary shall be transferred to, no Default or Event of Default shall have occurred and be continuing. No otherwise owned or conducted by, another Excluded Subsidiary or a Note Party after giving effect to such conveyanceliquidation, transfer winding up or dissolution, (v) any Note Party (other than the Company) may sell convey, transfer, lease or otherwise dispose of substantially all of the assets of the Company its property (upon voluntary liquidation or otherwise) to any other Note Party, (vi) any Excluded Subsidiary Guarantor shall have the effect of releasing the Company may sell convey, transfer, lease or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease otherwise dispose of substantially all of its property (upon voluntary liquidation or otherwise) to any other Excluded Subsidiary or to any Note Party, (vii) any Subsidiary Guarantor may sell, convey, transfer, lease or dispose of Stock to any other Note Party, (viii) any Excluded Subsidiary (to the assets extent such Stock is owned by an Excluded Subsidiary) may sell, convey, transfer, lease or dispose of Stock to any other Excluded Subsidiary or to any Note Party, (ix) any Excluded Subsidiary (to the extent such Stock is owned by a Subsidiary GuarantorNote Party) may sell, convey, transfer, lease or dispose of Stock to any Note Party, (x) any Note Party or any of its Subsidiaries may effect a Restructuring Transaction and (xi) transaction expressly permitted pursuant to Section 4.28(e), 4.28(l), 4.28(p), 4.30(b), 4.30(n) or 4.30(u) (provided that, to the extent any such transaction involves (X) a Note Party other than the Company, the Note Party is either (A) the surviving Person or (B) the Parent Entity of the surviving Person and the Note Party complies with the provisions of the succeeding sentence with respect to such surviving Person, or (Y) the Company, the Company is the surviving Person). No Note Party shall, nor shall permit any of its Subsidiaries to, establish or form any Subsidiary, unless such Subsidiary Guarantor is released from its either an Excluded Subsidiary Guaranty in accordance or complies with Section 9.7(b4.13 and executes and/or delivers all other documents, agreements and instruments reasonably requested by the Collateral Agent or the Administrative Determination Holder(s) to perfect a Lien in connection with or immediately following favor of Collateral Agent (for the benefit of the Secured Parties) on such conveyanceSubsidiary’s assets and to make such Subsidiary a Guarantor under the Notes. Notwithstanding any provision herein to the contrary, transfer or leasenothing in this Article 4 shall be deemed to be a restriction on the Company’s ability to engage in a Successor Major Transaction (which shall be solely governed by the provisions of Article 15).

Merger, Consolidation, Etc. The Company 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 Guarantor (other than any CLO Subsidiary) to, merge into or consolidate with or merge with any other Person, or permit any other Person to merge into or conveyconsolidate with it, transfer or sell, transfer, lease all or substantially all otherwise dispose of its assets (in one transaction or in a single transaction or series of transactions to any Person unless: (atransactions) in the case of any such transaction involving the Company, 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 Obligors’ assets of the Company as an entirety shall be (other than any CLO Subsidiaries) (measured on a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbiacollective basis across all Obligors), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws Capital Stock of the United States Obligors’ Subsidiaries (measured on a collective basis across all Obligors) (in each case, whether now owned or any state thereof (including the District of Columbia) hereafter acquired), or the jurisdiction of organization of such Subsidiary Guarantorliquidate or dissolve, andexcept that, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before thereof and immediately after giving effect to such transaction or each transaction in any such series of transactions, thereto no Default or Event of Default shall have occurred and be continuing. No continuing (i) any 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; (ii) any Person, other than an Obligor but including a Subsidiary, may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary that is wholly owned by one or more of the Obligors; (iii) any Obligor may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary, provided that (solely in a case of such conveyancea transaction involving an Obligor other than Oaktree AIF), transfer 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; (v) 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 event such transaction results in a transfer, lease or other disposition of all or substantially all of the Obligors’ assets (measured on a collective basis across all Obligors) to 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 (including, but not limited to, an opinion of counsel); (vii) any Subsidiary may merge or consolidate with any other Person in a transaction in which the Company other Person is the surviving entity or sell, transfer, lease or otherwise dispose of its assets to any other Person which, in each case, (A) prior to such transaction did not have any operations and (B) the Obligors own the same type and percentage of equity interests in such other Person as the Obligors owned in such Subsidiary prior to such transaction; and (viii) Oaktree AIF or any Subsidiary Guarantor shall have the effect of releasing the Company an Obligor may liquidate or dissolve if Oaktree AIF or such Subsidiary GuarantorObligor, as respectively, determines in good faith that such liquidation or dissolution is in its best interests and is not materially disadvantageous to the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case holders of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseNotes.

Merger, Consolidation, Etc. The Company will not, and will not permit any Subsidiary No Guarantor to, shall consolidate with or merge with any other Person corporation or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except (1) in connection with the sale of a Guarantor or of all or substantially all of its assets in a transaction permitted by Section 5.11 of the Credit Agreement to a third party not affiliated with the Borrower or such Guarantor or (2) unless: (ai) in the case of any such transaction involving the Company, 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 such Guarantor as an entirety entirety, as the case may be, shall be a solvent corporation, limited liability company corporation or limited partnership other entity organized and existing under the laws of the United States or any state State thereof (including the District of Columbia), and, if the Company such Guarantor is not such corporationcorporation or other entity, limited liability company such corporation or limited partnership, (i) such corporation, limited liability company or limited partnership other entity shall have executed and delivered to each holder of any Notes the Administrative Agent its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (ii) such corporationGuaranty Agreement, limited partnership or limited liability company shall have caused to be delivered to each holder of any Notes an together with a favorable opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, Administrative Agent covering such matters relating to the effect that all agreements such corporation or instruments effecting other entity and such assumption are enforceable in accordance with their terms and comply with as the terms hereof; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel Administrative Agent may reasonably satisfactory to the 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holdersrequest; and (dii) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionstransaction, no Default or Event of Default shall have occurred would exist; and (iii) immediately prior to and after giving effect to such transaction, the Borrower and the Restricted Subsidiaries would be continuingpermitted by the provisions of Sections 5.12 and 5.17 of the Credit Agreement to incur at least $1.00 of additional Indebtedness and $1.00 of additional Restricted Indebtedness, respectively. No such conveyance, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, Guarantor or any successor corporation, limited partnership or limited liability company corporation that shall theretofore have become such in the manner prescribed in this Section 10.2 clause (c) of paragraph 6 from its liability under (x) this Guaranty Agreement provided that a Guarantor may be released from its obligations hereunder in accordance with paragraph 21 hereof if it or the Notes (in the case of the Company) all or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of its assets are sold to a third party not affiliated with the assets Borrower or such Guarantor in a transaction permitted by Section 5.11 of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leasethe Credit Agreement.

Merger, Consolidation, Etc. The Company Borrower will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with or into any other Person or permit any other Person to merge or consolidate with it or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to any Person unless: (a) in the case of any such transaction involving the Companyor dissolve or liquidate; except that if, 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 as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before thereof and immediately after giving effect to such transaction or each transaction in any such series of transactionsthereto, no Default or Event of Default shall have occurred and be continuing. No such conveyance: (a) any Subsidiary may merge with (i) the Borrower, transfer provided that the Borrower shall be the continuing or lease of surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, a Guarantor shall be the continuing or surviving Person; provided, further, that when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary may Transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; provided, further, that if the transferor in such a transaction is a Domestic Subsidiary, then the transferee must either be the Borrower or a Wholly-Owned Subsidiary; (c) the Borrower may merge with another Person in an acquisition permitted by Section 5.23 if the Borrower is the surviving Person; (d) any Subsidiary may merge with another Person in an acquisition permitted by Section 5.23 if such Subsidiary is the surviving Person or if the surviving Person becomes a Subsidiary and the Borrower or such Person complies with Section 5.21 to the extent applicable to such surviving Person; (e) the Borrower and any Subsidiary may make Transfers permitted by Section 5.11 (subject to compliance with the proviso to paragraph (b) of this Section to the extent paragraph (b) of this Section is applicable); and (f) any Subsidiary that has transferred all of its assets of the Company in a transaction permitted hereunder or any Subsidiary Guarantor shall have the effect of releasing the Company that is not a Material Subsidiary may dissolve or such Subsidiary Guarantorliquidate; provided, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, of the transactions described in the case foregoing clauses (a) through (f) which would involve or result in a Change of Control, the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance Borrower shall have complied with Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease2.10.

Merger, Consolidation, Etc. The Company Each Obligor will not, and will not permit any Subsidiary Guarantor (other than any CLO Subsidiary) to, merge into or consolidate with or merge with any other Person, or permit any other Person to merge into or conveyconsolidate with it, transfer or sell, transfer, lease all or substantially all otherwise dispose of its assets (in one transaction or in a single transaction or series of transactions to any Person unless: (atransactions) in the case of any such transaction involving the Company, 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 Obligors’ assets of the Company as an entirety shall be (other than any CLO Subsidiaries) (measured on a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbiacollective basis across all Obligors), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws Capital Stock of the United States Obligors’ Subsidiaries (measured on a collective basis across all Obligors) (in each case, whether now owned or any state thereof (including the District of Columbia) hereafter acquired), or the jurisdiction of organization of such Subsidiary Guarantorliquidate or dissolve, andexcept that, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before thereof and immediately after giving effect to such transaction or each transaction in any such series of transactions, thereto no Default or Event of Default shall have occurred and be continuingcontinuing (i) any 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; (ii) any Person, other than an Obligor but including a Subsidiary, may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary that is wholly owned by one or more of the Obligors; (iii) any Obligor may merge into or consolidate with 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; (v) 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 event such transaction results in a transfer, lease or other disposition of all or substantially all of the Obligors’ assets (measured on a collective basis across all Obligors) to 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 (including, but not limited to, an opinion of counsel); (vii) any Subsidiary may Oaktree Capital Management, L.P. Note and Guaranty Agreement merge or consolidate with any other Person in a transaction in which the other Person is the surviving entity or sell, transfer, lease or otherwise dispose of its assets to any other Person which, in each case, (A) prior to such transaction did not have any operations and (B) the Obligors own the same type and percentage of equity interests in such other Person as the Obligors owned in such Subsidiary prior to such 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 holders of Notes. No such conveyance, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor Obligor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, Obligor or any successor corporation, limited partnership or limited liability company other legal entity that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes. For so long as the Notes (in the case remain outstanding, each of the Company) or (y) Company and the Subsidiary Guaranty (in Initial Affiliate Guarantors must be organized under the case of any Subsidiary Guarantor), unless, in the case laws of the conveyanceUnited States or any state or territory thereof (including, transfer or lease for the avoidance of substantially all doubt, after giving effect to any of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with transactions contemplated by this Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease10.2 involving an Obligor).

Merger, Consolidation, Etc. The Company will not, and Borrower will not nor will it cause or permit any Subsidiary Guarantor to, of its Subsidiaries to consolidate with or merge with any other Person or convey, transfer or lease Transfer all or substantially all of its assets in a single transaction or series of transactions to any Person unless: Person, except (ai) in pursuant to the case of System Leases or any such transaction involving the Companyother Lease, the successor formed by such consolidation or the survivor of (ii) as permitted pursuant to Section 7.9(b), (iii) that so long as both before and after giving effect to such merger or consolidation or Transfer of all or substantially all of its assets no Default or Event of Default exists, the Borrower or any Subsidiary may merge or consolidate with another Person, and the Borrower or any Subsidiary may Transfer all or substantially all of its assets to another Person, so long as, after giving effect to such merger or consolidation, or such Transfer of all or substantially all of its assets, (A) with respect to any merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity, (B) with respect to any merger or consolidation to which a Subsidiary is a party but the Borrower is not, a Subsidiary (other than a Project Finance Subsidiary) shall be the surviving entity and (C) with respect to any Transfer of all or substantially all of its assets by the Borrower or a Subsidiary, the Borrower or another Subsidiary (other than a Project Finance Subsidiary) shall be the transferee or lessee of such assets (except to the extent permitted by clauses (i) and (ii) of this Section 8.2), or (iv) the FERC Merger., or (v) the Borrower or any Subsidiary may merge or consolidate with another Person that acquires or otherwise Transfer assets to another Person to effect any transaction permitted by conveyance, transfer or lease Section 8.10 so long as (A) such transaction (together with any series of related transactions) does not constitute the Transfer of all or substantially all of the assets of the Company as an entirety shall be a solvent corporation, limited liability company Borrower or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, 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 or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary GuarantorBorrower and its Subsidiaries, taken as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under a whole and (xB) this Agreement or the Notes (in the case of a merger or a consolidation to which the Company) Borrower is a party, the Borrower shall survive such merger or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseconsolidation.

Merger, Consolidation, Etc. The Company will shall not, and will shall not permit LLC or any Subsidiary Guarantor of the Company or LLC to, consolidate with or merge with any other Person corporation or otherwise effect a recapitalization or restructuring or convey, transfer or lease all or substantially all (a "TRANSFER") any of its assets in a single transaction or series of transactions to any Person unlessor Persons except that: (a) in the case of any such transaction involving the Company, 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 as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States LLC or any state thereof (including of their respective Subsidiaries may Transfer assets in the District ordinary course of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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 hereofbusiness; (b) in any Subsidiary of the case Company may merge with the Company or with a Wholly-Owned Subsidiary of any such transaction involving the Company (other than LLC or a Subsidiary Guarantorof LLC), provided that the successor formed by Company or such consolidation or Wholly-Owned Subsidiary shall be the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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 hereofmerger; (c) each Subsidiary Guarantor under any Subsidiary Guaranty of LLC may merge with LLC or the Company or with a Wholly-Owned Subsidiary of LLC or the Company, provided that is outstanding at LLC, the time Company or such transaction or each transaction in Wholly-Owned Subsidiary shall be the survivor of such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; andmerger; (d) any Subsidiary of the Company may Transfer its assets to the Company or any Wholly-Owned Subsidiary of the Company (other than to LLC or a Subsidiary of LLC); (e) any Subsidiary of LLC may Transfer its assets to LLC, the Company or any Wholly-Owned Subsidiary of LLC or the Company; (f) the Company may consolidate or merge with another corporation if (i) the Company is the continuing or surviving company and (ii) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionstransaction, no Default or Event of Default De- fault exists or would exist; and (g) the Company, LLC and any of their respective Subsidiaries may Transfer assets of the Company, LLC or such Subsidiary, as the case may be, if all of the following conditions shall have occurred and be continuing. No been satisfied with respect thereto: (i) such conveyance, transfer or lease of substantially all Transfer does not involve a Substantial Part of the assets of the Company, LLC and their respective Subsidiaries, (ii) in the good faith opinion of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to that of the property Transferred, and is in the best interests of the Company and (iii) immediately before and after giving effect to such Transfer no Default or Event of Default exists or would exist. No such Transfer of assets of the Company, LLC or any Subsidiary Guarantor of their respective Subsidiaries shall have the effect of releasing the Company Company, LLC or such Subsidiary Guarantor, as the case may be, any of their respective Subsidiaries or any successor corporation, limited partnership or limited liability company corporation that shall theretofore have become such a successor corporation in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement Agreement, any other Transaction Document or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseSubordinated Notes.

Merger, Consolidation, Etc. (a) The Company Borrower will not, and nor will not it permit any Subsidiary Guarantor of its Subsidiaries to, consolidate be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its property, including any disposition of property as part of a sale and leaseback transaction, or in any event sell or discount (with or merge with without recourse) any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction notes or series of transactions accounts receivable; provided, however, that this Section shall not apply to any Person unlessnor operate to prevent: (ai) the sale or lease of inventory in the ordinary course of business; (ii) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any such transaction merger involving the CompanyBorrower, the successor formed by such consolidation Borrower is the corporation surviving the merger; (iii) the sale of delinquent notes or accounts receivable in the survivor ordinary course of such merger business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (iv) the Person that acquires by conveyancesale, transfer or lease all or substantially all other disposition of any tangible personal property that, in the reasonable business judgment of the assets Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of the Company as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case ordinary course of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holdersbusiness; and (dv) immediately before the sale, transfer, lease or other disposition of property of the Borrower or any of its Subsidiaries (including any disposition of property as part of a sale and immediately after giving effect to such transaction or each transaction in leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than $25,000 during any such series fiscal year of transactions, the Borrower. So long as no Default or Event of Default shall have has occurred and be continuing. No such conveyanceis continuing or would arise as a result thereof, transfer or lease of substantially all upon the written request of the assets of Borrower, the Company Holder promptly shall release its Lien on any property sold pursuant to the foregoing provisions. (b) The Borrower will not assign, sell or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may betransfer, or permit any successor corporationof its Subsidiaries to assign, limited partnership sell or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement transfer, any shares of capital stock or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets other equity interests of a Subsidiary GuarantorGuarantor or other Subsidiary; provided, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with however, that the foregoing shall not operate to prevent (i) Liens on the capital stock or other equity interests of Subsidiaries granted pursuant to the Collateral Documents and (ii) any transaction permitted by Section 9.7(b3.8(a)(ii) in connection with or immediately following such conveyance, transfer or leaseabove.

Merger, Consolidation, Etc. The Company Borrowers will not, and will not permit any Subsidiary Guarantor of their respective Subsidiaries to, merge or consolidate with or merge with any other Person or conveysell, lease, transfer or lease otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all a substantial part of its assets or acquire (whether in a single one transaction or a series of transactions to transactions) all or a substantial part of the assets of any Person unlessPerson, except that: (a) in except to the case extent prohibited by Section 10.19, any of its Subsidiaries may merge or consolidate with the Parent (provided that the Parent shall be the continuing or surviving corporation) or with any such transaction involving the Company, the successor formed by such consolidation one or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all more Subsidiaries of the assets Parent, other than any of the Company as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under SUG Partnership Entities at any time prior to the laws consummation of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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 hereofAcquired Business Equity Interests Transfer; (b) in except to the case extent prohibited by Section 10.19, any of any such transaction involving a Subsidiary Guarantorits Subsidiaries may sell, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyancelease, transfer or lease all otherwise dispose of any of its assets to the Parent or substantially all any other of its Subsidiaries, other than to any of the assets of such Subsidiary Guarantor as an entirety shall be (1) SUG Partnership Entities at any time prior to the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws consummation of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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 hereofAcquired Business Equity Interests Transfer; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series applicable Subsidiaries of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time the Parent may acquire the Acquired Business Equity Interests pursuant to documentation that is reasonably acceptable to the Required Holders; andAcquired Business Equity Interests Transfer; (d) immediately before and immediately the Parent may acquire the assets of any Person, provided that, after giving effect to such transaction acquisition, the Borrower is in compliance with the provisions of Sections 10.1(a), 10.1(b) and 10.1(d); (e) the Parent or each transaction in any such series of transactionsits Subsidiaries may sell, no Default lease, assign or Event otherwise dispose of Default shall have occurred and be continuing. No such conveyanceassets as otherwise permitted under Section 10.8, transfer or lease of substantially all except to the extent prohibited by Section 10.19; and (f) to the extent applicable, the applicable Subsidiaries of the assets Parent may consummate the Sxx Xxxxxxxxxx Acquisition in accordance with the terms of the Company or any Subsidiary Guarantor shall have Sxx Xxxxxxxxxx Acquisition Documents. Notwithstanding the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed foregoing in this Section 10.2 from 10.6, any net cash proceeds received in connection with any Asset Sale by the Parent or any of its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty Subsidiaries shall be applied in accordance with Section 9.7(bSections 4.1(b) in connection with or immediately following such conveyance, transfer or leaseand 4.1(c).

Merger, Consolidation, Etc. The Company will Except for the Traffic Sale Transaction, the Borrower shall not, and will not nor shall it permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer transfer, sell or lease all or substantially all of its assets in a single transaction or series of transactions to any Person Person, unless: (a) in if the case of any Borrower or such transaction involving the Company, Subsidiary is not the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer transfer, sale or lease all or substantially all of the assets of the Company Borrower or such Subsidiary as an entirety shall be entirety, as the case may be, such successor, survivor or Person, as applicable, is a solvent corporation, limited liability company or limited partnership organized under and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, : (i) in the case of any such transaction involving the Borrower, such corporation, limited liability company or limited partnership shall, on a consolidated basis with each other Subsidiary of such corporation, limited liability company or limited partnership obligated in respect of the Obligations, (A) be solvent or (B) no more insolvent than the extent to which the Borrower and its Subsidiaries were insolvent immediately prior to giving effect to such transaction; (ii) in the case of any such transaction involving a Subsidiary, such corporation, limited liability company or limited partnership shall, on a consolidated basis with the Borrower and its other Subsidiaries, (A) be solvent or (B) be no more insolvent than the extent to which the Borrower and its Subsidiaries were insolvent immediately prior to giving effect to such transaction; (iii) such corporation or limitated liability company or limited partnership: shall have executed and delivered to each holder of any Notes Agent and Lenders its assumption of the due and punctual performance and observance of each covenant and condition of (A) this Agreement and the Notes applicable Loan Documents to which the Borrower is a party in the case of any such transaction involving the Borrower, and (iiB) the Guaranty and the applicable Loan Documents to which such Subsidiary is a party in the case of any such transaction involving a Subsidiary Guarantor (which assumption shall, in each case, be satisfactory in form and substance to Agent); and (iv) in the case of any such transaction involving the Borrower, such corporation, limited partnership liability company or limited liability company partnership shall have caused to be delivered to each holder of any Notes Agent and Lenders an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required HoldersLenders in customary form (and subject to customary exceptions and qualifications), to the effect that all agreements or instruments effecting such assumption have been duly authorized and executed, do not result in conflicts and are enforceable in accordance with their terms and comply with the terms hereof;terms; and (b) in the case of any such transaction involving a Subsidiary Guarantorthe Borrower, 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 such Subsidiary each Sponsor Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms reaffirmed its obligations under such Subsidiary the Sponsor Guaranty in writing at such time pursuant to documentation that is reasonably acceptable and Put Agreement, and each Guarantor (to the Required Holdersextent in existence following such transaction) shall have reaffirmed its obligations under the Guaranty; and (dc) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease of substantially all . (e) Section 6.3 of the assets of Existing Credit Agreement is hereby amended by deleting the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or word “and” immediately following such conveyanceclause (f) thereof, transfer or lease.by deleting the period at the end of clause (g) thereof and inserting “; and” in lieu thereof and inserting a new clause (h) to read as follows:

Merger, Consolidation, Etc. The Company (a) Prior to the Initial Maturity Date, neither the Borrower nor any Restricted Subsidiary will notmerge into or with or consolidate with any other Person, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property or assets to any other Person, except (i) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more Wholly Owned Subsidiaries (provided that the Wholly Owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation), and will not permit (ii) any Subsidiary Guarantor tomay sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary. (b) From and after the Initial Maturity Date, the Borrower may consolidate with or merge with any other Person or into, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to to, any Person unlessPerson, if: (ai) in the case of any such transaction involving resulting, surviving or transferee Person (the “Successor Company, 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 as an entirety ”) shall be a solvent corporation, partnership, trust, or limited liability company or limited partnership organized and existing under the laws of the United States of America, any State thereof or any state thereof (including the District of Columbia)Columbia and the Successor Company (if not the Borrower) shall expressly assume, andby an assumption agreement supplemental hereto, if executed by the Successor Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of any Notes its assumption the Administrative Agent, in form and substance satisfactory to the Administrative Agent, all the obligations of the due Borrower under the Notes, the Loans and punctual performance and observance of each covenant and condition of this Agreement and the Notes and Agreement; (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or each any Restricted Subsidiary as a result of such transaction in any as having been Incurred by the Successor Company or such series Restricted Subsidiary at the time of transactionssuch transaction), no Default or Event of Default shall have occurred and be continuing. No ; (iii) immediately after giving effect to such conveyancetransaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 6.1(a); and (iv) the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer and an opinion of counsel to the Borrower, each stating that such consolidation, merger, transfer or lease and such assumption agreement (if any) comply with this Agreement. For purposes of this Section 6.9, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Borrower, which properties and assets, if held by the Borrower instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Borrower on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Borrower. The Successor Company or any Subsidiary Guarantor shall have succeed to, and be substituted for, and may exercise every right and power of, the effect of releasing the Company or such Subsidiary GuarantorBorrower under this Agreement, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (but in the case of a lease of all or substantially all its assets, the CompanyBorrower shall not be released from the obligation to pay the principal of and interest on the Loans and the Notes. Notwithstanding clauses (ii), (iii) and (iv) of the first sentence of this Section 6.9(b): (1) any Restricted Subsidiary of the Borrower may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower; and (y2) the Subsidiary Guaranty (Borrower may merge with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer another jurisdiction to realize tax or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseother benefits.

Merger, Consolidation, Etc. The Company will not, not and will not permit any Subsidiary Guarantor to, to merge or consolidate with or merge with into any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unlessPerson, except that: (i) any Subsidiary may merge or consolidate with or into the Company; provided that (a) in the case Company is the continuing or surviving corporation and (b) no Default or Event of any such transaction involving the Company, the successor formed by such consolidation Default exists before or the survivor of after such merger or consolidation; (ii) any Subsidiary may merge or consolidate with or into a Wholly Owned Subsidiary; provided that (a) such Wholly Owned Subsidiary is the Person that acquires by conveyance, transfer continuing or lease all surviving corporation and (b) no Default or substantially all Event of the assets of Default exists before or after such merger or consolidation; and (iii) the Company as an entirety may consolidate or merge with any other corporation if (a) (1) the Company shall be the continuing or surviving corporation or (2) the continuing or surviving corporation is a solvent corporation, limited liability company or limited partnership corporation duly organized and existing under the laws of any state of the United States of America or any state thereof (including the District of Columbia, with substantially all of its assets located and substantially all of its operations conducted within the United States of America, and such continuing or surviving corporation expressly assumes, by a written agreement satisfactory in form and substance to the Required Holders (which agreement may require, in connection with such assumption, the delivery of such opinions of counsel as the Required Holders may require), and, if the obligations of the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of under this Agreement and the Notes Notes, including all covenants herein and (ii) therein contained, and such corporation, limited partnership successor or limited liability company acquiring entity shall have caused succeed to and be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to substituted for the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply Company with the terms hereof; same effect as if it had been named herein as a party hereto and (b) in the case no Default or Event of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation Default exists before or the survivor of after such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized consolidation and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction (and, if applicable, such assumption), the Tangible Net Worth of the Company or each transaction in any such series continuing or surviving corporation (as the case may be) is no less than the Tangible Net Worth of transactions, no Default the Company immediately prior to such merger or Event of Default shall have occurred and be continuingconsolidation. No such conveyance, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 corporation from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseNotes.

Merger, Consolidation, Etc. The Company will not, and will not permit any Subsidiary Guarantor to, consolidate with consolidate, merge or merge amalgamate with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: (a) in the case of any such transaction involving the Company, (A) the Company would be the surviving corporation or (B) if the surviving corporation is not the Company then (w) 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 as an entirety shall entirety, as the case may be, would be a solvent corporation, corporation or limited liability company or limited partnership organized and existing under the laws of the United States or any state State thereof (including the District of Columbia), andCanada or a country which is a member of the European Union as at September 3, if the Company is not such corporation, limited liability company or limited partnership2003 as set forth on Schedule 10.2 hereto (other than Greece and Spain), (ix) no Event of Illegality or Currency Restriction Event would arise as a result of such corporationconsolidation, limited liability company merger, amalgamation, conveyance, transfer or limited partnership shall have executed and delivered to each holder of any Notes its lease or the assumption of the due and punctual performance and observance obligations of each covenant and condition of the Company under this Agreement and Agreement, (y) the Notes Subsidiary Guarantors reaffirm their obligations under the Subsidiary Guarantee and (iiz) such corporation, limited partnership the surviving corporation or limited liability company shall have caused assumes the obligations of the Company under the Financing Documents to which it is a party pursuant to documents reasonably satisfactory to the Joint Representative (to the extent instructed to approve such documents by the holders of Notes at a Noteholders’ Meeting) and causes to be delivered to each holder of any Notes an a legal opinion of from a nationally recognized independent counsel, law firm in the jurisdiction of the surviving corporation or other independent counsel reasonably satisfactory limited liability company as to the Required Holders, to the effect that enforceability of all agreements or instruments effecting relating to such assumption are enforceable in accordance with their terms assumption, subject to customary exceptions, assumptions and comply with the terms hereofqualifications; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 (A) such Subsidiary Guarantor as an entirety shall would be the surviving corporation or (1B) if the Company, surviving corporation is not such Subsidiary Guarantor or another Subsidiary Guarantor; or then (2w) such surviving corporation would be a solvent corporation, corporation or limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state State thereof (including the District of Columbia), Canada or a country which is a member of the European Union as at September 3, 2003 as set forth on Schedule 10.2 hereto (other than Greece and Spain), (x) no Event of Illegality or Currency Restriction Event would arise as a result of such consolidation, merger, amalgamation, conveyance, transfer or lease or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty obligations of such Subsidiary Guarantor under this Agreement and the Notes, and (By) the Company shall have caused surviving corporation or limited liability company assumes the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee pursuant to documents reasonably satisfactory to the Joint Representative (to the extent instructed to approve such documents by the holders of Notes at a Noteholders’ Meeting) and causes to be delivered to each holder of any Notes an a legal opinion of from a nationally recognized independent counsel, law firm in the jurisdiction of the surviving corporation or other independent counsel reasonably satisfactory limited liability company as to the Required Holders, to the effect that enforceability of all agreements or instruments effecting relating to such assumption are enforceable in accordance with their terms assumption, subject to customary exceptions, assumptions and comply with the terms hereof;qualifications; and (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionstransaction, 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 or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of Financing Documents to which it is a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseparty.

Merger, Consolidation, Etc. The Company will not, and will not permit Xxxxxx REIT or any Subsidiary to, (a) enter into any transaction of merger or consolidation, (b) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person; provided, however, that: (1) any Subsidiary (which, for the avoidance of doubt does not include the Company) may merge with Xxxxxx REIT, the Company or any Subsidiary Guarantor toso long as Xxxxxx REIT, consolidate with the Company or such Subsidiary Guarantor is the survivor and any Subsidiary (other than the Company) that is not a Subsidiary Guarantor may merge with any other Person or conveySubsidiary that is not a Subsidiary Guarantor; (2) any Subsidiary (which, for the avoidance of doubt does not include the Company) may sell, transfer or lease all or substantially all dispose of its assets in a single transaction or series of transactions to any Person unless: (a) in the case of any such transaction involving the CompanyXxxxxx REIT, 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 as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such and any Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary GuarantorCompany) that is organized and existing under the laws not a Subsidiary Guarantor may sell, transfer or dispose of the United States or its assets to any state thereof (including the District of Columbia) or the jurisdiction of organization of such other Subsidiary that is not a Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c3) each any Subsidiary Guarantor under (other a Subsidiary Guarantor that owns an Unencumbered Pool Property) and any other Subsidiary Guaranty that is outstanding at the time such not (and is not required to be) a Subsidiary Guarantor may convey, sell, transfer or otherwise dispose of, in one transaction or each transaction in such a series of transactions occurs reaffirms transactions, all or any substantial part of its obligations under such Subsidiary Guaranty business or assets, or the capital stock of or other Equity Interests in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect to such transaction or each transaction in any such series of transactionsthereto, no Default or Event of Default shall have occurred and be continuing. No such conveyancedoes or would exist; (4) Xxxxxx REIT, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor may, directly or indirectly, (i) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (ii) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of any Subsidiaries) to any other Person, so long as, in each case, (A) the Company shall have given the Purchasers and the holders of the Notes at least 30 days’ prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer, (B) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of releasing Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.5 or any Additional Covenant, (C) in the case of a consolidation or merger involving Xxxxxx REIT -32- or the Company or a Subsidiary Guarantor that owns an Unencumbered Pool Property included in the calculation of Unencumbered Asset Value, Xxxxxx REIT or the Company or such Subsidiary Guarantor, respectively, shall be the survivor thereof and (D) at the time the Company gives notice pursuant to clause (A) of this subsection, the Company shall have delivered to each holder of a Note an Officer’s Certificate of Xxxxxx REIT containing the information required by Section 7.2(a), calculated on a pro forma basis, evidencing the continued compliance by Xxxxxx REIT, the Company and each Subsidiary with the terms and conditions of this Agreement, including without limitation, the financial covenants contained in Section 10.5 and any Additional Covenant, after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and (5) Xxxxxx REIT, the Company or any Subsidiary may lease and sublease their respective assets, as lessor or sublessor (as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case ordinary course of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leasetheir business.

Merger, Consolidation, Etc. The Company Parent will not, and will not permit the Company or any Subsidiary Guarantor to, consolidate with consolidate, merge or merge amalgamate with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: (a) in the case of any such transaction involving the CompanyParent, (A) the Parent would be the surviving corporation or (B) if the surviving corporation is not the Parent then (x) 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 Parent as an entirety shall entirety, as the case may be, would be a solvent corporation, corporation or limited liability company or limited partnership organized and existing under the laws of the United States or any state State thereof (including the District of Columbia), andCanada or a country which is a member of the European Union as at September 3, if the Company is not such corporation, limited liability company or limited partnership2003 as set forth on Schedule 10.2 hereto (other than Greece and Spain), (iy) no Event of Illegality or Currency Restriction Event would arise as a result of such corporationconsolidation, limited liability company merger, amalgamation, conveyance, transfer or limited partnership shall have executed and delivered to each holder of any Notes its lease or the assumption of the due and punctual performance and observance obligations of each covenant and condition of the Parent under this Agreement and (z) the Notes and (ii) such corporation, limited partnership surviving corporation or limited liability company shall have caused assumes the obligations of the Parent under the Parent Guarantee pursuant to documents reasonably satisfactory to the Required Holders and causes to be delivered to each holder of any Notes an a legal opinion of from a nationally recognized independent counsel, law firm in the jursidiction of the surviving corporation or other independent counsel reasonably satisfactory limited liability company as to the Required Holders, to the effect that enforceability of all agreements or instruments effecting relating to such assumption are enforceable in accordance with their terms assumption, subject to customary exceptions, assumptions and comply with the terms hereofqualifications; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; (A) the Company would be the surviving corporation or (2B) if the surviving corporation is not the Company then (w) such surviving corporation would be a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is corporation organized and existing under the laws of the United States or any state State thereof (including the District of Columbia), (x) no Event of Illegality or Currency Restriction Event would arise as a result of such consolidation, merger, amalgamation, conveyance, transfer or lease or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition obligations of the Subsidiary Guaranty of such Subsidiary Guarantor Company under this Agreement and the Notes, (y) the Parent reaffirms its obligations under the Parent Guarantee and (Bz) the surviving corporation assumes the obligations of the Company shall have caused under this Agremeent and the Notes pursuant to documents reasonably satisfactory to the Required Holders and causes to be delivered to each holder of any Notes an a legal opinion of from a nationally recognized independent counsellaw firm in the jursidiction of the surviving corporation as to the enforceability of all agreements relating to such assumption, subject to customary exceptions, assumptions and qualifications; (c) in the case of any Subsidiary Guarantor, (A) such Subsidiary Guarantor would be the surviving corporation or (B) if the surviving corporation is not such Subsidiary Guarantor then (w) such surviving corporation would be a solvent corporation or limited liability company organized and existing under the laws of the United States or any State thereof (including the District of Columbia), Canada or a country which is a member of the European Union as at September 3, 2003 as set forth on Schedule 10.2 hereto (other independent counsel than Greece and Spain), (x) no Event of Illegality or Currency Restriction Event would arise as a result of such consolidation, merger, amalgamation, conveyance, transfer or lease or the assumption of the obligations of such Subsidiary Guarantor under this Agreement and the Notes, and (y) the surviving corporation or limited liability company assumes the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee pursuant to documents reasonably satisfactory to the Required Holders, Holders and causes to be delivered to each holder of Notes a legal opinion from a nationally recognized law firm in the jursidiction of the surviving corporation or limited liability company as to the effect that enforceability of all agreements or instruments effecting relating to such assumption are enforceable in accordance with their terms assumption, subject to customary exceptions, assumptions and comply with the terms hereof; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holdersqualifications; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionstransaction, 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 Company, the Parent or any the Initial Subsidiary Guarantor shall have the effect of releasing the Company Company, the Parent or such the Initial Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement Agreement, the Notes, the Parent Guarantee or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor)Guarantee, unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseas applicable.

Merger, Consolidation, Etc. The Company will not, and Borrower will not nor will it cause or permit any Subsidiary Guarantor to, of its Subsidiaries to consolidate with or merge with any other Person or convey, transfer or lease Transfer all or substantially all of its assets in a single transaction or series of transactions to any Person unless: Person, except (ai) in pursuant to the case of System Leases or any such transaction involving the Companyother Lease, the successor formed by such consolidation (ii) as permitted pursuant to Section ‎7.9(b), or the survivor of (iii) that so long as both before and after giving effect to such merger or consolidation or Transfer of all or substantially all of its assets no Default or Event of Default exists, the Borrower or any Subsidiary may merge or consolidate with another Person, and the Borrower or any Subsidiary may Transfer all or substantially all of its assets to another Person, so long as, after giving effect to such merger or consolidation, or such Transfer of all or substantially all of its assets, (A) with respect to any merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity, (B) with respect to any merger or consolidation to which a Subsidiary is a party but the Borrower is not, a Subsidiary (other than a Project Finance Subsidiary) shall be the surviving entity and (C) with respect to any Transfer of all or substantially all of its assets by the Borrower or a Subsidiary, the Borrower or another Subsidiary (other than a Project Finance Subsidiary) shall be the transferee or lessee of such assets (except to the extent permitted by clauses (i) and (ii) of this Section 8.2). or (iv) the Borrower or any Subsidiary may merge or consolidate with another Person that acquires or otherwise Transfer assets to another Person to effect any transaction permitted by conveyance, transfer or lease Section 8.10 so long as (A) such transaction (together with any series of related transactions) does not constitute the Transfer of all or substantially all of the assets of the Company as an entirety shall be a solvent corporation, limited liability company Borrower or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, 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 or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary GuarantorBorrower and its Subsidiaries, taken as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under a whole and (xB) this Agreement or the Notes (in the case of a merger or a consolidation to which the Company) Borrower is a party, the Borrower shall survive such merger or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseconsolidation.

Merger, Consolidation, Etc. The (a) Other than in connection with the Reorganization and the Permitted Acquisitions, prior to the Initial Maturity Date, neither the Company will notnor any of its Subsidiaries may merge with or consolidate with any other Person, and will not 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 any substantial part of its assets (whether now owned or hereafter acquired) or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, 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 or would result therefrom, (i) any Wholly Owned Subsidiary Guarantor tomay merge into or consolidate with the Company in a transaction in which the Company is the surviving corporation and (ii) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary and no Person other than the Company or a Wholly Owned Subsidiary receives any consideration; provided, that if any such merger, consolidation, sale, transfer, lease, disposition, purchase or acquisition is to be consummated pursuant to a Permitted Acquisition, the conditions of Section 6.10(b) (other than subsections (iii) and (iv) thereof) shall be required to be satisfied. (b) After the Initial Maturity Date, the Company may consolidate with or merge with any other Person or into, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to to, any Person unlessPerson, only if: (ai) in the case of any such transaction involving resulting, surviving or transferee Person (the "Successor Company, 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 as an entirety ") shall be a solvent corporation, partnership, trust, or limited liability company or limited partnership organized and existing under the laws of Germany and the United States or any state thereof Successor Company (including if not the District Company) shall assume all the obligations of Columbia), and, if the Company is not such corporationunder the Notes, limited liability company or limited partnershipthe Loans and this Agreement either (x) expressly, (i) such corporationby an assumption agreement supplemental hereto, limited liability company or limited partnership shall have executed by the Successor Company and delivered to each holder of any Notes its assumption of the due Administrative Agent, in form and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (ii) such corporation, limited partnership or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel substance reasonably satisfactory to the Required HoldersAdministrative 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; (by) as a matter of applicable law; provided that, in the case of any such transaction involving a Subsidiary Guarantorthis clause (y), the successor formed by such consolidation or Company shall provide to the survivor Administrative Agent an opinion of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety shall be (1) counsel to the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized in form and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel substance reasonably satisfactory to the Required HoldersAdministrative Agent, to the effect stating that all agreements or instruments effecting such applicable law effects such assumption are enforceable in accordance with their terms and comply with the terms hereofas required by this Agreement; (cii) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or each any Subsidiary as a result of such transaction in any as having been Incurred by the Successor Company or such series Subsidiary at the time of transactionssuch transaction), no Default or Event of Default shall have occurred and be continuing. No ; (iii) immediately after giving pro forma effect to such conveyancetransaction, transfer or lease of substantially all of the assets Consolidated Net Worth of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary GuarantorSuccessor Company, as the case may be, is not less than that of the Company immediately prior to the transaction; (iv) immediately after giving pro forma effect to such transaction, the Successor Company would be able to Incur an additional 1.00 of Indebtedness pursuant to Section 6.2(a); (v) the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel to Company, each stating that such consolidation, merger, transfer or lease and such assumption agreement (if any) comply with this Agreement. (vi) such transaction would not cause the payment of any successor corporationobligation under the Notes, limited partnership or limited liability company the Loans and this Agreement to become subject to a withholding tax that shall theretofore have become that did not previously apply and that is not indemnified; and (vii) such transaction would not result in the manner prescribed in revocation of any Significant License which is not replaced, substituted, reinstated or reissued to the holder of such Significant License or to the Successor Company. The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Section 10.2 from its liability under (x) this Agreement or the Notes (Agreement, but in the case of a lease of all or substantially all its assets, the CompanyCompany shall not be released from the obligation to pay the principal of and interest on the Loans and the Notes. Notwithstanding clauses (iii) and (iv) of the first sentence of this Section 6.10(b): (1) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or another Restricted Subsidiary; and (y2) the Subsidiary Guaranty (Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer another jurisdiction to realize tax or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseother benefits.

Merger, Consolidation, Etc. The Company will notSECTION 8.1. Mergers, Consolidations and will not permit Certain Sales of Assets So long as any Subsidiary Guarantor toof the Securities are Outstanding, none of the Guarantors may, in a single transaction or a series of related transactions: (i) consolidate with or merge with into any other Person or conveypermit any other Person to consolidate with or merge into any such Guarantor (other than a consolidation or merger of a Wholly Owned Designated Subsidiary organized under the laws of Brazil or the United States into any such Guarantor), transfer or (ii) directly or indirectly, transfer, sell, lease or otherwise dispose of all or substantially all of its assets (provided that the creation of a Lien on or in a single transaction any of its assets shall not in and of itself constitute the transfer, sale, lease or series disposition of transactions the assets subject to any Person unlessthe Lien) unless the following conditions, to the extent applicable, are met: (aA) in the case of a transaction in which any such transaction involving the CompanyGuarantor does not survive or in which such Guarantor sells, the successor formed by such consolidation leases or the survivor otherwise disposes of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of its assets to any other Person, the assets successor entity to such Guarantor (1) shall expressly assume, by a supplemental indenture executed and delivered to the Trustee, all of the Company as an entirety such Guarantor's obligations under this Indenture and (2) shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States (x) Brazil or any state thereof (including the District of Columbia)or political subdivision thereof, and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, 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 or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty United States of America or any state thereof or the District of Columbia or (z) any other country if such successor entity undertakes, in such supplemental indenture, to pay such additional amounts in respect of principal (and premium, if any) and interest as may be necessary in order that the net amounts paid pursuant to the Securities after deduction or withholding of any present or future withholding taxes, levies, imposts or charges whatsoever imposed by or for the account of such country or any political subdivision or taxing authority thereof or therein shall equal the respective amounts of principal (and premium, if any) and interest specified in the case Securities unless such tax, levy, impost or charge is payable because the Holder is a domiciliary, national or resident of, or engages in business or maintains a permanent establishment or is physically present in such jurisdiction of organization; (B) if, as a result of any Subsidiary Guarantor)such transaction, unlessproperty or assets of such Guarantor would become subject to a Lien prohibited by Section 10.12 such Guarantor or the successor entity to such Guarantor shall have secured the Securities as described thereunder; (C) such Guarantor has delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize gain or loss for United States federal income tax purposes as a result of such transaction; and (D) such Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in the case of the each stating that such consolidation, merger, conveyance, transfer transfer, lease or lease of substantially all of the assets of acquisition and, if a Subsidiary Guarantor, such Subsidiary Guarantor supplemental indenture is released from its Subsidiary Guaranty in accordance with Section 9.7(b) required in connection with or immediately following such conveyancetransaction, transfer or leasesuch supplemental indenture complies with this covenant and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation, Etc. The Company will not, and will (i) Such Obligor shall not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, and, prior to the occurrence of the Guaranty Termination Date, the Guarantor shall not sell or otherwise transfer any shares of the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of the Borrower to any Person unless: (aA) in the case of any such transaction involving the Company, 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 such Obligor as an entirety or the transferee of such shares of stock, as the case may be (any such Person, in relation to any such transaction involving the Borrower, being referred to herein as a “Borrower Successor” and any such Person, in relation to any such transaction involving the Guarantor, being referred to herein as a “Guarantor Successor”), shall have a credit rating in respect of its long-term debt from S&P of “BBB” or higher or from Xxxxx’x of “Baa2” or higher; (B) any Borrower Successor shall be primarily engaged in the Utility Business; (C) any Borrower Successor or, for so long as the Guarantor (or any Guarantor Successor) is an Obligor, Guarantor Successor shall be a solvent corporation, Solvent corporation or limited liability company or limited partnership organized and existing under the laws of the United States or any state State thereof (including the District of Columbia), and, ; (D) if the Company any Borrower Successor or Guarantor Successor is not such corporationObligor, limited liability company such Borrower Successor or, for so long as the Guarantor (or limited partnershipany Guarantor Successor) is an Obligor, Guarantor Successor, as the case may be, (i1) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of any Notes the Administrative Agent its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes other Loan Documents to which it is a party and (ii2) such corporation, limited partnership or limited liability company shall have caused to be delivered to each holder of any Notes the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required HoldersLenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;; and (bE) immediately after giving effect to such transaction and, if any Borrower Successor or Guarantor Successor is not such Obligor, the effectiveness of all agreements and instruments effecting the assumption (if any) required pursuant to clause (D) above, no Default or Event of Default shall have occurred and be continuing; provided, however, that this Section 8.02(b)(i) shall not apply to the consolidation or merger of a Wholly-Owned Subsidiary of the Borrower into the Borrower. (ii) No such conveyance, transfer or lease of substantially all of the assets of the Borrower shall have the effect of releasing the Borrower or any successor Person that shall theretofore have become such in the manner prescribed in this Section 8.02(b) from its liability under this Agreement or the other Loan Documents, or the Guarantor from its obligations hereunder or under the Guaranty, except that, if the Guaranty Termination Date has not occurred, the Guarantor shall be released from its obligations hereunder and under the Guaranty if, in the case of any such transaction involving a Subsidiary Guarantorthat is permitted by Section 8.02(b)(i), 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 such Subsidiary Guarantor as an entirety Successor shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, have (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes the Administrative Agent its assumption of the due and punctual performance and observance of each covenant and condition the obligations of the Subsidiary Guaranty of such Subsidiary Guarantor under this Agreement and under the Guaranty, and (B) the Company shall have caused to be delivered to each holder of any Notes the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required HoldersAdministrative 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, 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 or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease.

Merger, Consolidation, Etc. The Company will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, consolidate with with, or merge with into, any other Person or permit any other Person to consolidate with, or merge into, it, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: Person, except that: (a) any Subsidiary may consolidate with, or merge into, the Company or any Wholly-Owned Subsidiary if the Company or such Wholly-Owned Subsidiary is the surviving corporation; (b) any Subsidiary (other than a Subsidiary which guarantees the obligations of the Company hereunder) may consolidate with, or merge into, any joint venture entity, of which the Company or any Subsidiary of the Company holds an ownership interest and shares in the case earnings; provided that the terms of any such transaction involving consolidation or merger and the Companydivision of the joint venture's earnings, when viewed as a whole, can be reasonably expected to generate the same or greater book earnings and cash flow for the Company or Subsidiary of the Company as would be generated absent such consolidation or merger; (c) the Company may consolidate with, or merge into, any other Person, or permit any other Person to consolidate with, or merge into, it, if (i) the successor formed by such consolidation or the survivor of such merger or (the Person that acquires by conveyance"Surviving Corporation"), transfer or lease all or substantially all of the assets of the Company as an entirety shall be is a solvent corporation, limited liability company or limited partnership corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), and, (ii) if the Company is not such corporation, limited liability company or limited partnershipthe Surviving Corporation, (iA) such corporation, limited liability company or limited partnership the Surviving Corporation shall have executed and delivered to each holder of any the Notes its written assumption of the due and punctual performance and observance payment of each covenant and condition of the Company in this Agreement and the Notes Notes, which assumption shall be in form and substance approved in writing by the Required Holders, and (iiB) such corporation, limited partnership or limited liability company the Company shall have caused to be delivered to each holder of any the Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (Biii) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionstransaction, (A) no Default or Event of Default shall have occurred exist, and be continuing. No such conveyance, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease.DB1/ 84912103.8 29

Merger, Consolidation, Etc. The Company will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, consolidate with with, or merge with into, any other Person or permit any other Person to consolidate with, or merge into, it, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unlessPerson, except that: (a) any Subsidiary may consolidate with, or merge into, the Company or any Wholly-Owned Subsidiary if the Company or such Wholly-Owned Subsidiary is the surviving corporation; (b) any Subsidiary (other than a Subsidiary which guarantees the obligations of the Company hereunder) may consolidate with, or merge into, any joint venture entity, of which the Company or any Subsidiary of the Company holds an ownership interest and shares in the case earnings; provided that the terms of any such transaction involving consolidation or merger and the Companydivision of the joint venture’s earnings, when viewed as a whole, can be reasonably expected to generate the same or greater book earnings and cash flow for the Company or Subsidiary of the Company as would be generated absent such consolidation or merger; (c) the Company may consolidate with, or merge into, any other Person, or permit any other Person to consolidate with, or merge into, it, if (i) the successor formed by such consolidation or the survivor of such merger or (the Person that acquires by conveyance“Surviving Corporation”), transfer or lease all or substantially all of the assets of the Company as an entirety shall be is a solvent corporation, limited liability company or limited partnership corporation organized and existing under the laws of the United States of America or any state State thereof (including the District of Columbia), and, if , (ii) the Company is not such corporation, limited liability company or limited partnershipthe Surviving Corporation, (iA) such corporation, limited liability company or limited partnership the Surviving Corporation shall have executed and delivered to each holder of any the Notes its written assumption of the due and punctual performance and observance payment of each covenant and condition of the Company in this Agreement and the Notes Notes, which assumption shall be in form and substance approved in writing by the Required Holders, and (iiB) such corporation, limited partnership or limited liability company the Company shall have caused to be delivered to each holder of any the Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (diii) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, transaction, (A) no Default or Event of Default shall have occurred exist, and be continuingDB1/ 140079182.9 (B) the Surviving Corporation and its Subsidiaries are permitted to incur at least $1.00 of additional Priority Debt under the provisions of Section 10.5, and (d) CHS Capital may transfer CHS Capital Loan Assets to a Wholly-Owned Subsidiary in the ordinary course of business. No such conveyance, transfer or lease of all or substantially all of the assets of the Company or any Subsidiary Guarantor which guarantees the obligations of the Company hereunder shall have the effect of releasing the Company or Company, any such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, guarantee provided by such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with under Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease10.5.

Merger, Consolidation, Etc. The Company Borrower will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with or into any other Person or permit any other Person to merge or consolidate with it or convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to any Person unless: (a) in the case of any such transaction involving the Companyor dissolve or liquidate; except that if, 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 as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before thereof and immediately after giving effect to such transaction or each transaction in any such series of transactionsthereto, no Default or Event of Default shall have occurred and be continuing. No : (i) a Domestic Subsidiary may merge into the Borrower or another Domestic Subsidiary that is Wholly-Owned; provided that in any such conveyancemerger transaction involving the Borrower, transfer the Borrower shall be the surviving Person; (ii) any Foreign Subsidiary may merge into another Foreign Subsidiary that is Wholly–Owned (other than the Insurance Subsidiary); (iii) Borrower may merge with another Person in an acquisition permitted by Section 5.23 if the Borrower is the surviving Person; (iv) any Subsidiary may merge with another Person in an acquisition permitted by Section 5.23 if such Subsidiary is the surviving Person or lease of substantially if the surviving Person becomes a Subsidiary and the Borrower or such Person complies with the obligations hereunder applicable to new Material Subsidiaries to the extent applicable to such surviving Person; (v) the Borrower and any Subsidiary may make Transfers permitted by Section 5.11; and (vi) any Subsidiary who has transferred all of the its assets of the Company in a transaction permitted by Section 5.11 may thereafter dissolve or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantorliquidate; provided, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, of the transactions described in the case foregoing clauses (i) through (vi) which would involve or result in a Change of Control, the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance Borrower shall have complied with Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease2.10.

Merger, Consolidation, Etc. The Company will notNeither Issuer will, and neither Issuer will not permit any Subsidiary Guarantor (other than any Dormant Company) to, consolidate with or merge with any other Person or convey, transfer Transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unlessor 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) subject to Section 10.4, any Subsidiary may liquidate or dissolve if the Issuers determine in good faith that such liquidation or dissolution is in the best interests of the Issuers and is not materially disadvantageous to the holders of Notes, (ii) any Subsidiary (other than a Dormant Company) may merge with any Person that is not a Subsidiary if such Subsidiary is the surviving Person, (iii) any Subsidiary may merge into another Subsidiary (other than a Dormant Company), provided, that if any party to such merger is a Guarantor (other than a Dormant Company), such Guarantor shall be the surviving Person, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to an Issuer or to a Subsidiary (other than a Dormant Company); provided, that a Guarantor may only sell, lease or otherwise dispose of all or substantially all of its assets to an Issuer or another Guarantor (other than a Dormant Company), and (v) any Subsidiary may be sold so long as such sale is permitted under Section 10.4; provided, that any merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 10.10(b)), provided that the foregoing restriction does not apply to the consolidation or merger of either Issuer with, or the conveyance, transfer or lease of all or substantially all of the assets of either Issuer in a single transaction or series of transactions to, any Person so long as: (a) in the case of any such transaction involving the Company, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer Transfer or lease all or substantially all of the assets of the Company such Issuer as an entirety entirety, as the case may be (the "SUCCESSOR CORPORATION"), shall be a solvent corporation, limited liability company or limited partnership corporation organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, ; (b) if the Company such Issuer is not the Successor Corporation, such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership corporation shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and Agreement, the Notes and each other Financing Document to which such Issuer is a party (ii) pursuant to such corporationagreements and instruments governed by New York law and otherwise in form and substance as shall be reasonably satisfactory to the Required Holders), limited partnership or limited liability company and the Company 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 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;; and (bc) in the case of any immediately prior to and after giving effect to such transaction involving a Subsidiary Guarantor, the successor formed by no Default or Event of Default would exist. No such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer Transfer or lease of all or substantially all of the assets of such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, 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 or any Subsidiary Guarantor either Issuer shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, Issuer or any successor corporation, limited partnership or limited liability company Successor Corporation that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of Financing Documents to which such Issuer is a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseparty.

Merger, Consolidation, Etc. The Company Each Obligor will not, and will not permit any Subsidiary Guarantor (other than any CLO Subsidiary) to, merge into or consolidate with or merge with any other Person, or permit any other Person to merge into or conveyconsolidate with it, transfer or sell, transfer, lease all or substantially all otherwise dispose of its assets (in one transaction or in a single transaction or series of transactions to any Person unless: (atransactions) in the case of any such transaction involving the Company, 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 Obligors’ assets of the Company as an entirety shall be (other than any CLO Subsidiaries) (measured on a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbiacollective basis across all Obligors), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws Capital Stock of the United States Obligors’ Subsidiaries (measured on a collective basis across all Obligors) (in each case, whether now owned or any state thereof (including the District of Columbia) hereafter acquired), or the jurisdiction of organization of such Subsidiary Guarantorliquidate or dissolve, andexcept that, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before thereof and immediately after giving effect to such transaction or each transaction in any such series of transactions, thereto no Default or Event of Default shall have occurred and be continuingcontinuing (i) any 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; (ii) any Person, other than Oaktree Capital Management, L.P. Note and Guaranty Agreement an Obligor but including a Subsidiary, may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary that is wholly owned by one or more of the Obligors; (iii) any Obligor may merge into or consolidate with 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; (v) 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 event such transaction results in a transfer, lease or other disposition of all or substantially all of the Obligors’ assets (measured on a collective basis across all Obligors) to 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 (including, but not limited to, an opinion of counsel); (vii) any Subsidiary may merge or consolidate with any other Person in a transaction in which the other Person is the surviving entity or sell, transfer, lease or otherwise dispose of its assets to any other Person which, in each case, (A) prior to such transaction did not have any operations and (B) the Obligors own the same type and percentage of equity interests in such other Person as the Obligors owned in such Subsidiary prior to such 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 holders of Notes. No such conveyance, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor Obligor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, Obligor or any successor corporation, limited partnership or limited liability company other legal entity that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes. For so long as the Notes (in the case remain outstanding, each of the Company) or (y) Obligors must be organized under the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case laws of the conveyanceUnited States or any state or territory thereof (including, transfer or lease for the avoidance of substantially all doubt, after giving effect to any of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with transactions contemplated by this Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease10.2 involving an Obligor).

Merger, Consolidation, Etc. The Company No Obligor will, nor will not, and will not it permit any Subsidiary Guarantor of its Subsidiaries to, consolidate with or merge or amalgamate with any other Person corporation, liquidate, dissolve or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unlessother than: (i) mergers, amalgamations, consolidations, conveyances, transfers, or leases with or to another Credit Party, so long as: (a) no Default then exists or would result therefrom; (b) neither Obligor may sell or otherwise transfer substantially all of its assets to any Person or fail to survive any such merger or consolidation related to it, in any case pursuant to this clause (i), except in the case of the Issuer selling or otherwise transferring substantially all of its assets to, or merging or amalgamating with or consolidating into, the Parent, the Issuer may fail to survive such sale, transfer, merger, amalgamation or consolidation as long as the Parent agrees in writing to be bound as the Issuer under this Agreement and the other Transaction Documents, as applicable and such sale, transfer, merger, amalgamation or consolidation shall be subject to amendment of this Agreement and the other Transaction Documents in a manner reasonably satisfactory to the Required Holders to the extent necessary to reflect the effects of such transaction; and (c) in the case of any such merger, amalgamation, consolidation, conveyance, transfer or lease involving a Credit Party, the counterparty shall be a Credit Party; (ii) mergers, amalgamations and consolidations permitted under paragraph 6M not involving an Obligor so long as: (a) in the case of any such transaction merger, amalgamation or consolidation involving the Companya Credit Party, (I) the successor formed by such consolidation or the survivor of such merger or amalgamation or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety such Credit Party shall be a solvent corporation, limited liability company or limited partnership entity organized and existing under the laws of the United States or any state State thereof (including the District of Columbia)) or the laws of Canada or any province or territory thereof, and, (II) if the Company such entity is not a Credit Party, prior to or concurrently with the consummation of such corporationmerger, limited liability company amalgamation or limited partnershipconsolidation, (i) such corporation, limited liability company or limited partnership successor entity shall have executed and delivered to each 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 and Collateral Agent, as applicable, the documents referred to in clauses (i), (ii) and (iii) of paragraph 5K, and (III) prior to or concurrently with the consummation of such corporationmerger or consolidation, limited partnership or limited liability company the Issuer 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 Required Holders, with respect to the effect that all agreements or instruments effecting documents referred to in clause (II) above on such assumption are enforceable in accordance with their terms and comply with matters as the terms hereofRequired Holders may reasonably request; (b) in the case of any immediately prior to such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionsthereto, no Default or Event of Default shall have occurred and be continuing; and (c) immediately prior to such transaction and after giving effect thereto, the Issuer would be permitted by the provisions of paragraph 6D(xv) hereof to incur at least $1.00 of additional Indebtedness; (iii) mergers, amalgamations, consolidations, dissolutions or liquidations of Inactive Subsidiaries; and (iv) mergers, amalgamations and consolidations of Foreign Subsidiaries into Foreign Borrowers, so long as the Foreign Borrower is the survivor of such merger or amalgamation or successor formed by such consolidation. No such conveyance, transfer or lease of substantially all of the assets of the Company any Credit Party or any Subsidiary Guarantor of its Subsidiaries shall have the effect of releasing the Company such Credit Party or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement Agreement, the Notes, or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of other Transaction Documents to which it is a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseparty.

Merger, Consolidation, Etc. The Company Each Obligor will not, and will not permit any Subsidiary Guarantor (other than any CLO Subsidiary) to, merge into or consolidate with or merge with any other Person, or permit any other Person to merge into or conveyconsolidate with it, transfer or sell, transfer, lease all or substantially all otherwise dispose of its assets (in one transaction or in a single transaction or series of transactions to any Person unless: (atransactions) in the case of any such transaction involving the Company, 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 Obligors’ assets of the Company as an entirety shall be (other than any CLO Subsidiaries) (measured on a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbiacollective basis across all Obligors), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws Capital Stock of the United States Obligors’ Subsidiaries (measured on a collective basis across all Obligors) (in each case, whether now owned or any state thereof (including the District of Columbia) hereafter acquired), or the jurisdiction of organization of such Subsidiary Guarantorliquidate or dissolve, andexcept that, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before thereof and immediately after giving effect to such transaction or each transaction in any such series of transactions, thereto no Default or Event of Default shall have occurred and be continuingcontinuing (i) any 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; (ii) any Person, other than an Obligor but including a Subsidiary, may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary that is wholly owned by one or more of the Obligors; (iii) any Obligor may merge into or consolidate with 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; (v) 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 event such transaction results in a transfer, lease or other disposition of all or substantially all of the Obligors’ assets (measured on a collective basis across all Obligors) to 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 (including, but not limited to, an opinion of counsel); (vii) any Subsidiary may merge or consolidate with any other Person in a transaction in which the other Person is the surviving entity or sell, transfer, lease or otherwise dispose of its assets to any other Person which, in each case, (A) prior to such transaction did not have any operations and (B) the Oaktree Capital Management, L.P. Note and Guaranty Agreement Obligors own the same type and percentage of equity interests in such other Person as the Obligors owned in such Subsidiary prior to such 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 holders of Notes. No such conveyance, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor Obligor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, Obligor or any successor corporation, limited partnership or limited liability company other legal entity that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes. For so long as the Notes (in the case remain outstanding, each of the Company) or (y) Company and the Subsidiary Guaranty (in Initial Affiliate Guarantors must be organized under the case of any Subsidiary Guarantor), unless, in the case laws of the conveyanceUnited States or any state or territory thereof (including, transfer or lease for the avoidance of substantially all doubt, after giving effect to any of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with transactions contemplated by this Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease10.2 involving an Obligor).

Merger, Consolidation, Etc. The Company will not, and will not permit Xxxxxx REIT or any Subsidiary to, (a) enter into any transaction of merger or consolidation, (b) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person; provided, however, that: (1) any Subsidiary (which, for the avoidance of doubt does not include the Company) may merge with Xxxxxx REIT, the Company or any Subsidiary Guarantor toso long as Xxxxxx REIT, consolidate with the Company or such Subsidiary Guarantor is the survivor and any Subsidiary (other than the Company) that is not a Subsidiary Guarantor may merge with any other Person or conveySubsidiary that is not a Subsidiary Guarantor; (2) any Subsidiary (which, for the avoidance of doubt does not include the Company) may sell, transfer or lease all or substantially all dispose of its assets in a single transaction or series of transactions to any Person unless: (a) in the case of any such transaction involving the CompanyXxxxxx REIT, the successor formed by such consolidation Company or the survivor of such merger or the Person any Subsidiary Guarantor, and any Subsidiary that acquires by conveyanceis not a Subsidiary Guarantor may sell, transfer or lease all or substantially all dispose of the its assets of the Company as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or to any state thereof (including the District of Columbia), and, if the Company other Subsidiary that is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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 hereofa Subsidiary Guarantor; (b3) in the case of any such transaction involving Subsidiary Guarantor (other a Subsidiary GuarantorGuarantor that owns an Unencumbered Pool Property) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor may convey, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyancesell, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety shall be (1) the Companyotherwise dispose of, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such one transaction or each transaction in such a series of transactions occurs reaffirms transactions, all or any substantial part of its obligations under such Subsidiary Guaranty business or assets, or the capital stock of or other Equity Interests in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect to such transaction or each transaction in any such series of transactionsthereto, no Default or Event of Default shall have occurred and be continuing. No such conveyancedoes or would exist; (4) Xxxxxx REIT, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor may, directly or indirectly, (i) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (ii) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of any Subsidiaries) to any other Person, so long as, in each case, (A) the Company shall have given the Purchasers and the holders of the Notes at least 30 days’ prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer, (B) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of releasing Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.5 or any Additional Covenant, (C) in the case of a consolidation or merger involving Xxxxxx REIT or the Company or a Subsidiary Guarantor that owns an Unencumbered Pool Property included in the calculation of Unencumbered Asset Value, Xxxxxx REIT or the Company or such Subsidiary Guarantor, respectively, shall be the survivor thereof and (D) at the time the Company gives notice pursuant to clause (A) of this subsection, the Company shall have delivered to each holder of a Note an Officer’s Certificate of Xxxxxx REIT containing the information required by Section 7.2(a), calculated on a pro forma basis, evidencing the continued compliance by Xxxxxx REIT, the Company and each Subsidiary with the terms and conditions of this Agreement, including without limitation, the financial covenants contained in Section 10.5 and any Additional Covenant, after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and (5) Xxxxxx REIT, the Company or any Subsidiary may lease and sublease their respective assets, as lessor or sublessor (as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case ordinary course of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leasetheir business.

Merger, Consolidation, Etc. The Company Each Obligor will not, and will not permit any Subsidiary Guarantor (other than any CLO Subsidiary) to, merge into or consolidate with or merge with any other Person, or permit any other Person to merge into or conveyconsolidate with it, transfer or sell, transfer, lease all or substantially all otherwise dispose of its assets (in one transaction or in a single transaction or series of transactions to any Person unless: (atransactions) in the case of any such transaction involving the Company, 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 Obligors’ assets of the Company as an entirety shall be (other than any CLO Subsidiaries) (measured on a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbiacollective basis across all Obligors), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws Capital Stock of the United States Obligors’ Subsidiaries (measured on a collective basis across all Obligors) (in each case, whether now owned or any state thereof (including the District of Columbia) hereafter acquired), or the jurisdiction of organization of such Subsidiary Guarantorliquidate or dissolve, andexcept that, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before thereof and immediately after giving effect to such transaction or each transaction in any such series of transactions, thereto no Default or Event of Default shall have occurred and be continuingcontinuing (i) any 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; (ii) any Person, other than an Obligor but including a Subsidiary, may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary that is wholly owned by one or more of the Obligors; (iii) any Obligor may merge into or consolidate with 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; (v) 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 event such transaction results in a transfer, lease or other disposition of all or substantially all of the Obligors’ assets (measured on a collective basis across all Obligors) to 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 (including, but not limited to, an opinion of counsel); (vii) any Subsidiary may merge or consolidate with any other Person in a transaction in which the other Person is the surviving entity or sell, transfer, lease or otherwise dispose of its assets to any other Person which, in each case, (A) prior to such transaction did not have any operations and (B) the Oaktree Capital Management, L.P. Note and Guaranty Agreement Obligors own the same type and percentage of equity interests in such other Person as the Obligors owned in such Subsidiary prior to such 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 holders of Notes. No such conveyance, transfer or lease of substantially all of the assets of the Company or any Subsidiary Guarantor Obligor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, Obligor or any successor corporation, limited partnership or limited liability company other legal entity that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes. For so long as the Notes (in the case remain outstanding, each of the Company) or (y) Obligors must be organized under the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case laws of the conveyanceUnited States or any state or territory thereof (including, transfer or lease for the avoidance of substantially all doubt, after giving effect to any of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with transactions contemplated by this Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease10.2 involving an Obligor).

Merger, Consolidation, Etc. The Company Parent will not, and will not permit the Company or any Subsidiary Guarantor to, consolidate with consolidate, merge or merge amalgamate with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: (a) in the case of any such transaction involving the CompanyParent, (A) the Parent would be the surviving corporation or (B) if the surviving corporation is not the Parent then (x) 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 Parent as an entirety shall entirety, as the case may be, would be a solvent corporation, corporation or limited liability company or limited partnership organized and existing under the laws of the United States or any state State thereof (including the District of Columbia), andCanada or a country which is a member of the European Union as at September 3, if the Company is not such corporation2003 (other than Greece, limited liability company or limited partnershipPortugal and Spain), (iy) no Event of Illegality or Currency Restriction Event would arise as a result of such corporationconsolidation, limited liability company merger, amalgamation, conveyance, transfer or limited partnership shall have executed and delivered to each holder of any Notes its lease or the assumption of the due and punctual performance and observance obligations of each covenant and condition of the Parent under this Agreement and (z) the Notes and (ii) such corporation, limited partnership surviving corporation or limited liability company shall have caused assumes the obligations of the Parent under the Parent Guarantee pursuant to documents reasonably satisfactory to the Required Holders and causes to be delivered to each holder of any Notes an a legal opinion of from a nationally recognized independent counsel, law firm in the jurisdiction of the surviving corporation or other independent counsel reasonably satisfactory limited liability company as to the Required Holders, to the effect that enforceability of all agreements or instruments effecting relating to such assumption are enforceable in accordance with their terms assumption, subject to customary exceptions, assumptions and comply with the terms hereofqualifications; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; (A) the Company would be the surviving corporation or (2B) if the surviving corporation is not the Company then (w) such surviving corporation would be a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is corporation organized and existing under the laws of the United States or any state State thereof (including the District of Columbia), (x) no Event of Illegality or Currency Restriction Event would arise as a result of such consolidation, merger, amalgamation, conveyance, transfer or lease or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition obligations of the Subsidiary Guaranty of such Subsidiary Guarantor Company under this Agreement and the Notes, (y) the Parent reaffirms its obligations under the Parent Guarantee and (Bz) the surviving corporation assumes the obligations of the Company shall have caused under this Agreement and the Notes pursuant to documents reasonably satisfactory to the Required Holders and causes to be delivered to each holder of any Notes an a legal opinion of from a nationally recognized independent counsellaw firm in the jurisdiction of the surviving corporation as to the enforceability of all agreements relating to such assumption, subject to customary exceptions, assumptions and qualifications; (c) in the case of any Subsidiary Guarantor, (A) such Subsidiary Guarantor would be the surviving corporation or (B) if the surviving corporation is not such Subsidiary Guarantor then (w) such surviving corporation would be a solvent corporation or limited liability company organized and existing under the laws of the United States or any State thereof (including the District of Columbia), Canada or a country which is a member of the European Union as at September 3, 2003 (other independent counsel than Greece, Portugal and Spain), (x) no Event of Illegality or Currency Restriction Event would arise as a result of such consolidation, merger, amalgamation, conveyance, transfer or lease or the assumption of the obligations of such Subsidiary Guarantor under this Agreement and the Notes, and (y) the surviving corporation or limited liability company assumes the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee pursuant to documents reasonably satisfactory to the Required Holders, Holders and causes to be delivered to each holder of Notes a legal opinion from a nationally recognized law firm in the jurisdiction of the surviving corporation or limited liability company as to the effect that enforceability of all agreements or instruments effecting relating to such assumption are enforceable in accordance with their terms assumption, subject to customary exceptions, assumptions and comply with the terms hereof; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holdersqualifications; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionstransaction, 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 Company, the Parent or any the Initial Subsidiary Guarantor shall have the effect of releasing the Company Company, the Parent or such the Initial Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement Agreement, the Notes, the Parent Guarantee or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor)Guarantee, unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseas applicable.

Merger, Consolidation, Etc. The Company will notNo Loan Party shall, and will not nor shall it permit any Subsidiary Guarantor of its Subsidiaries to, directly or indirectly, (a) consummate a Division/Series Transaction or (b) merge with, consolidate with or merge with any other Person into, dissolve or liquidate into or sell, convey, transfer transfer, lease or lease otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in a single transaction or series of transactions to any Person unless: (a) in the case favor of any such transaction involving the CompanyPerson, 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 as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, except (i) such corporationa Subsidiary that is not a Loan Party may merge into any Loan Party or any Subsidiary of a Loan Party, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporationa Subsidiary that is a Loan Party that is not the Borrower may merge into any other Loan Party, limited partnership (iii) any Subsidiary of the Borrower may liquidate, wind up or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counseldissolve; provided, or other independent counsel reasonably satisfactory to the Required Holdersthat, to the effect that all agreements or instruments effecting extent such assumption are enforceable in accordance with their terms and comply with the terms hereof; (b) in the case of any such transaction involving Subsidiary is a Subsidiary Guarantor, the successor formed substantially all assets or business held 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 such subject Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counseltransferred to, or other independent counsel reasonably satisfactory to the Required Holdersotherwise owned or conducted by, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately Loan Party after giving effect to such transaction liquidation, winding up or each transaction in dissolution, (iv) any Excluded Subsidiary of the Borrower may liquidate, wind up or dissolve; provided, that substantially all assets or business held by such series of transactionssubject Subsidiary shall be transferred to, no Default or Event of Default shall have occurred and be continuing. No otherwise owned or conducted by, another Excluded Subsidiary or a Loan Party after giving effect to such conveyanceliquidation, transfer winding up or dissolution, (v) any Loan Party (other than the Borrower) may sell convey, transfer, lease or otherwise dispose of substantially all of the assets of the Company its property (upon voluntary liquidation or otherwise) to any other Loan Party, (vi) any Excluded Subsidiary Guarantor shall have the effect of releasing the Company may sell convey, transfer, lease or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease otherwise dispose of substantially all of its property (upon voluntary liquidation or otherwise) to any Loan Party, (vii) any Guarantor may sell, convey, transfer, lease or dispose of Stock to any other Loan Party, (viii) any Excluded Subsidiary (to the assets extent such Stock is owned by an Excluded Subsidiary) may sell, convey, transfer, lease or dispose of Stock to any other Excluded Subsidiary or to any Loan Party to the extent permitted under Section 7.04 (other than clause (c) thereof), (ix) any Excluded Subsidiary (to the extent such Stock is owned by a Subsidiary GuarantorLoan Party) may sell, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(bconvey, transfer, lease or dispose of Stock to any Loan Party, (x) [reserved], (xi) in connection with any transaction expressly permitted pursuant to Section 7.04(e), 7.04(l), 7.04(p), 7.06(b), 7.06(n) or immediately following 7.06(u) (provided that, to the extent any such conveyancetransaction involves (X) a Loan Party other than the Borrower, transfer the Loan Party is either (A) the surviving Person or lease(B) the Parent Entity of the surviving Person and the Loan Party complies with the provisions of the succeeding sentence with respect to such surviving Person, or (Y) the Borrower, the Borrower is the surviving Person). No Loan Party shall, nor shall permit any of its Subsidiaries to, establish or form any Subsidiary without the consent of the Required Lenders.

Merger, Consolidation, Etc. The Company will not, and will not permit any Subsidiary Guarantor to, consolidate Consolidate with or merge with -------------------------- or into any other Person or convey, transfer or lease sell all or substantially all of its properties and assets in a single transaction or series of transactions to any Person Person, unless: (ai) in the case of any such transaction involving Parent is the Companysurviving entity thereof or, if Parent is not the successor surviving entity thereof, (x) the Person formed by such consolidation or the survivor of such merger into which Parent is merged or the Person entity that acquires by conveyance, transfer or lease sale all or substantially all of the properties and assets of Parent (any such Person, the Company as "Surviving --------- Entity") is an entirety shall be a solvent corporation, limited liability company or limited partnership entity organized and existing under the laws of the ------ United States of America or any state thereof and (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (iy) such corporationSurviving Entity expressly assumes, limited liability company or limited partnership shall have executed by an agreement supplemental hereto in form and delivered substance satisfactory to each holder the Issuer and its assignees, performance of any Notes its assumption of the due and punctual performance and observance of each every covenant and condition obligation of this Agreement Parent hereunder and under the Notes other Transaction Documents to which Parent is a party and (iiz) such corporation, limited partnership or limited liability company shall have caused Surviving Entity delivers to be delivered to each holder of any Notes the Issuer and its assignees an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that Surviving Entity is duly organized and validly existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantorits organization, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have has duly executed and delivered such supplemental agreement, and such supplemental agreement is a valid and binding obligation of such Surviving Entity, enforceable against such Surviving Entity in accordance with its terms (subject to each holder of Notes customary exceptions relating to bankruptcy and equitable principles) and covering such other matters as the Issuer or its assumption assignees may reasonably request; (ii) all actions necessary to maintain the perfection of the due and punctual performance and observance of each covenant and condition security interests or ownership interests of the Subsidiary Guaranty of Issuer in the Purchased Assets in connection with such Subsidiary Guarantor consolidation, merger, conveyance or transfer as may be reasonably requested by the Issuer and (B) the Company shall its assignees have caused to be delivered to each holder of any Notes been taken, as evidenced by an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms Issuer and comply with the terms hereof; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holdersassignees; and (diii) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionsno Purchase Termination Event, no Default or Unmatured Purchase Termination Event, Servicer Default, Unmatured Servicer Default, Amortization Event, Unmatured Amortization Event, Event of Default shall have occurred and be continuing. No such conveyance, transfer or lease event that with the passage of substantially all time or the giving of the assets of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may benotice, or any successor corporationboth, limited partnership would become an Event of Default, would result from such merger, consolidation, conveyance or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leasetransfer.

Merger, Consolidation, Etc. The Company will notNeither Issuer shall, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: transactions, consolidate or merge with or into (a) in whether or not such Issuer is the case surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of any such transaction involving the Company, 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 its properties or assets of the Company as an entirety shall be a solvent in one or more related transactions, to another limited-liability company, corporation, limited Person or entity, unless (a) such 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 company, partnership or limited partnership a corporation organized and or existing under the laws of the United States or States, any state thereof (including 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, andassignment, if the Company is not such corporationtransfer, limited liability company lease, conveyance or limited partnership, (i) such corporation, limited liability company or limited partnership other disposition shall have executed and delivered to each holder been made assumes all the obligations of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and such Issuer under the Notes and (ii) such corporation, limited partnership or limited liability company shall have caused the Indenture pursuant to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel a supplemental indenture in a form reasonably satisfactory to the 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary GuarantorTrustee; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactionstransaction, 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 and at the beginning of the applicable four-quarter period, be continuing. No 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 conveyancetransaction 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, transfer provided that a transaction involving a jurisdiction that does not require the licensing or lease qualification of substantially all of the assets 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 or its Subsidiaries necessary for any Subsidiary Guarantor shall have the effect of releasing Gaming Business then operated by the Company or its Subsidiary; and (g) the Issuers have delivered to the Trustee an opinion of counsel reasonably satisfactory to the Trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Subsidiary Guarantortransaction and will be subject to federal income tax in the same manner and at the same times as would have been the case if such transaction had not occurred. Upon creation of Parent or upon the other transfer of sufficient membership interests to cause a dissolution for purposes of Section 708 of the Internal Revenue Code of 1986, as amended, and any successor provision thereto, the Company shall deliver to the Trustee an opinion of counsel reasonably satisfactory to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such transaction and will be subject to federal income tax in the same manner and at the same times as would have been the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become if such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leasetransaction had not occurred.

Merger, Consolidation, Etc. The Company will not, and Borrower will not nor will it cause or permit any Subsidiary Guarantor to, of its Subsidiaries to consolidate with or merge with any other Person or convey, transfer or lease Transfer all or substantially all of its assets in a single transaction or series of transactions to any Person unless: Person, except (ai) in pursuant to the case of System Leases or any such transaction involving the Companyother Lease, the successor formed by such consolidation (ii) as permitted pursuant to Section 6.9(b), or the survivor of (iii) that so long as both before and after giving effect to such merger or consolidation or Transfer of all or substantially all of its assets to another Person no Default or Event of Default exists, the Borrower or any Subsidiary may merge or consolidate with another Person, and the Borrower or any Subsidiary may Transfer all or substantially all of its assets to another Person, so long as, after giving effect to such merger or consolidation, or such Transfer of all or substantially all of its assets, (A) with respect to any merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity, (B) with respect to any merger or consolidation to which a Subsidiary is a party but the Borrower is not, a Subsidiary (other than a Project Finance Subsidiary) shall be the surviving entity and (C) with respect to any Transfer of all or substantially all of its assets by the Borrower or a Subsidiary, the Borrower or another Subsidiary (other than a Project Finance Subsidiary) shall be the transferee or lessee of such assets (except to the extent permitted by clauses (i) and (ii) of this Section 7.2., or (iv) the Borrower or any Subsidiary may merge or consolidate with another Person that acquires or otherwise Transfer assets to another Person in connection with any transaction permitted by conveyance, transfer or lease Section 7.10 so long as (A) such transaction does not constitute the Transfer of all or substantially all of the assets of the Company Borrower and its Subsidiaries, taken as an entirety shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 whole and (ii) such corporation, limited partnership or limited liability company 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 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; (bB) in the case of any such transaction involving a Subsidiary Guarantormerger or a consolidation to which the Borrower is a party, the successor formed by such consolidation or the survivor of Borrower shall survive such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, 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 or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or leaseconsolidation.

Merger, Consolidation, Etc. The Company will not(a) Prior to the Initial Maturity Date, and will not permit neither the Borrower nor any Subsidiary Guarantor to, of its Subsidiaries may merge into or consolidate with or merge with any other Person, or permit any other Person to merge into or conveyconsolidate with it, transfer or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets (whether now owned or hereafter acquired) or purchase, lease or otherwise acquire (in a single one transaction or a series of transactions to any Person unless: (atransactions) in the case of any such transaction involving the Company, 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 any substantial part of the assets of the Company as an entirety shall be a solvent corporationany other Person, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, except that if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation, limited liability company or limited partnership shall have executed and delivered to each 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 and (ii) such corporation, limited partnership or limited liability company 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 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; (b) in the case of any such transaction involving a Subsidiary Guarantor, 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 such Subsidiary Guarantor as an entirety shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; or (2) a solvent corporation, limited liability company or limited partnership (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, (A) such corporation, limited liability company or limited partnership shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company 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 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; (c) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (d) immediately before 62 57 thereof and immediately after giving effect to such transaction or each transaction in any such series of transactions, thereto no Default or Event of Default shall have occurred and be continuing. No such conveyancecontinuing or would result therefrom, transfer (i) any Wholly Owned Subsidiary may merge into or lease of substantially all of consolidate with the assets of Borrower in a transaction in which the Company Borrower is the surviving corporation, (ii) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary Guarantor in a transaction in which the surviving entity is a Wholly Owned Subsidiary and no Person other than the Borrower or a Wholly Owned Subsidiary receives any consideration and (iii) the Borrower may make any Permitted Investment, except that, if any Permitted Investment is structured as a merger with or into the Borrower, the Borrower shall have be the effect of releasing the Company continuing or such Subsidiary Guarantor, as the case may besurviving corporation, or structured as a merger with or into any successor corporation, limited partnership or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under (x) this Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary GuarantorWholly Owned Subsidiary, such Wholly Owned Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with shall be the continuing or immediately following such conveyance, transfer or leasesurviving corporation.