Common use of Merger, Consolidation Clause in Contracts

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective Subsidiaries to, effect any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects).

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of 118 (including, without limitation, by way of an LLC Division) all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower CVOP II (it being understood and agreed that in any such event the Borrower CVOP II will be the surviving Person), (ii) from and after the Merger, the merger or consolidation of one or more of the Subsidiaries of CVOP I with and into CVOP I (it being understood and agreed that in any such event that CVOP I will be the surviving Person), (iii) the merger or consolidation of two or more Subsidiaries of CVOP II or, from and after the BorrowerMerger CVOP I; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8Person, (iv) the merger liquidation or consolidation dissolution of a any Subsidiary of CVOP II or, from and after the REIT Merger, CVOP I that does not own any assets so long as such Subsidiary is not a Guarantor (other than or if such Subsidiary is a Guarantor, so long as CVOP I, CVOP II and such Subsidiary comply with the Borrower) with and into the REITprovisions of §5.6), and (viv) subject to the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given confirmation by the Agent and in writing that the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall Merger Effectiveness Conditions have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitationbeen satisfied, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)Merger.

Merger, Consolidation. The Borrower and the Guarantors will not, and nor will not Borrower permit REIT or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets liquidation or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of Borrower, (iii) any dissolution of a Subsidiary that owns no assets, (iv) dispositions permitted by §8.8, and (v) a merger of a Person with (x) Borrower (so long as Borrower is the surviving entity) or (y) a Subsidiary of the Borrower, so long as (A) in the case of a merger with a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (B) if such Subsidiary is a Subsidiary Guarantor, an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property, such Subsidiary is the survivor of such merger, and if such Subsidiary is not a Subsidiary Guarantor, an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property, the surviving Person is controlled by the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; and (E) following such merger, the Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14; provided that no such merger or consolidation shall involve any Subsidiary be permitted in the event that is a Guarantor Default or Event of Default exists immediately before or would exist after giving effect thereto (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, pro forma compliance with the financial covenants contained set forth in §98.1, after giving effect to such consolidation or merger§8.3, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date§8.7, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects§§9.1 through 9.5).

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation any dissolution of a Subsidiary of the REIT Borrower that owns no assets, (other than the Borroweriv) with and into the REITdispositions permitted by §8.8, and (v) a merger of a Person with the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person a Subsidiary of the Borrower, so long as (A) REIT such Person was organized under the laws of the United States of America or Borrower, as applicable, shall be the continuing and surviving Personone of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) the Borrower shall have given the Agent and the Lenders at least thirty ten (3010) daysBusiness Days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) there is following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, and (unless iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.5 and §5.6). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered subject to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, (including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation §5.4 and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and will not nor will it permit the Guarantors will not, and will not permit or any of their respective Subsidiaries toto dissolve, effect any dissolutionliquidate, liquidationdispose of (including, disposition without limitation, by way of an LLC Division) all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or enter into any other business combination or to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary Guarantor, an Unencumbered Property Subsidiary or a Subsidiary that is a Guarantor (in either case directly or indirectly owns an Unencumbered Pool Asset unless the Guarantor is such Subsidiary Guarantor, Unencumbered Property Subsidiary or other Subsidiary that in either case directly or indirectly owns an Unencumbered Pool Asset, as applicable, will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own, directly or indirectly, any Unencumbered Pool Assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.3 or §8.85.3), (iv) the merger or consolidation of a Subsidiary Guarantor into (A) REIT or Borrower, provided that REIT or Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor, or (C) any other Person, directly or indirectly or as contemplated in §8.3(o), subject to compliance with the terms of this Agreement and provided that, if it owns an Unencumbered Pool Asset and is not the surviving entity, then Borrower has complied with §7.20(e) to remove such Unencumbered Pool Asset from being included in the calculation of the REIT (other than the Borrower) with and into the REIT, Unencumbered Pool Aggregate Asset Value; and (v) the merger or consolidation, directly or indirectlyindirectly or as contemplated in §8.3(o), of REIT or Borrower or REIT with any other Person so long as (AX) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (BY) Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; and (CZ) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not . Nothing in this §8.4 shall prohibit the result dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §§5.3 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect any dissolutiondissolve, liquidationliquidate, disposition dispose of all or substantially all of its assets or businessbusiness (including, mergerwithout limitation, reorganizationby way of a Division), consolidation merge, reorganize, consolidate or do any other business combination or effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, and (unless iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.4). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered subject to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, (including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation §5.4 and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect any dissolutiondissolve, liquidationliquidate, disposition dispose of all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or do any other business combination or effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, (iii) asset sales consummated in accordance with §5.3 the liquidation or §8.8, (iv) the merger or consolidation dissolution of a any Subsidiary of the REIT Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (other than or if such Subsidiary is a Guarantor, so long as the Borrower) Borrower and such Subsidiary comply with and into the REITprovisions of §5.4), and (viv) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, Borrower shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower Borrower, the REIT and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of DefaultDefault (including without limitation, any Change of Control); and (F) each of the representations and warranties made by or on behalf of the Borrower, the REIT, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (including, without limitation, §§5.4 and 8.8), and after any such permitted sale, may dissolve.

Merger, Consolidation. The Borrower and the Guarantors will not, and nor will not Borrower permit REIT or any of their respective Subsidiaries to, effect any dissolution(a) dissolve, liquidationliquidate, disposition dispose of all or substantially all of its assets or (b) consummate a business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent foregoing (any of the Required Lenders foregoing transactions in this clause (b), for purposes of this §8.4 (other than §8.4(xii)), a “merger”), except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of Borrower, (iii) any dissolution of a Subsidiary (A) that owns no assets or (B) if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders, provided that (x) Borrower or a Guarantor receives any assets of such dissolved or liquidated Subsidiary if such dissolved or liquidated Subsidiary was a Guarantor at the time of such liquidation or dissolution and (y) the provisions of §5.2(b) (to the extent that such Subsidiary is a Subsidiary Guarantor at the time of such dissolution) and §7.22 are satisfied, (iv) dispositions permitted by §8.8, (v)(A) a merger of a Person with Borrower, so long as Borrower is the surviving entity, (B) a merger of (1) the general partner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower with (2) General Partner, so long as General Partner is the surviving entity and the provisions of §7.21 are not violated, (C) a merger of an entity that has elected to obtain and qualifies for REIT Status and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, with the REIT, so long as the REIT is the surviving entity and the provisions of §7.21 are not violated, and (D) a merger of a Person with a Subsidiary of Borrower (other than an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property unless with respect to an Unencumbered Property Subsidiary the terms of §7.22(a)(iii) are satisfied), in each instance so long as (u) in the case of a merger with REIT, General Partner, Borrower or a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (v) if such Subsidiary is a Subsidiary Guarantor or an Unencumbered Property Subsidiary, such Subsidiary is the survivor of such merger or with the prior written approval of Agent, becomes a Subsidiary Guarantor, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person is controlled by Borrower; (w) Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice prior to consummation of such merger; (x) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (y) following such merger, Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14; and (z) such merger, together with all other mergers permitted by this §8.4(v) and consummated in the same fiscal year as such merger, shall not increase the Gross Asset Value by more than fifty percent (50%) of the Gross Asset Value as of the end of the previous fiscal year; and (vi) Investments constituting asset or stock acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger or consolidation shall involve any Subsidiary be permitted in the event that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation any dissolution of a Subsidiary of the REIT Borrower that owns no assets, (other than the Borroweriv) with and into the REITdispositions permitted by §8.8, and (v) a merger of a Person with the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person a Subsidiary of the Borrower, so long as (A) REIT such Person was organized under the laws of the United States of America or Borrower, as applicable, shall be the continuing and surviving Personone of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) the Borrower shall have given the Agent and the Lenders at least thirty ten (3010) daysBusiness Days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) there is following such merger, Parent 115 Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of (including, without limitation, by way of an LLC Division) all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, (unless iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.5 and §5.6). (iv) the disposal of Real Estate in the ordinary course of business and for fair value; provided that if such Real Estate is a Borrowing Base Property, Borrower shall have complied with the terms of this Agreement; and (v) (A) a merger of a Person with Borrower, so long as Borrower is the surviving entity), (iiiB) asset sales consummated in accordance a merger of an entity that has elected to obtain and qualifies for REIT Status and which is the general partner or other owner of a Person simultaneously merging with §5.3 Borrower or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) , with and into the REIT, so long as the REIT is the surviving entity and (v) the merger or consolidationprovisions of this Agreement are not violated, directly or indirectly, of Borrower or REIT with any other Person in each instance so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B1) Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; (C2) REIT and Borrower shall have provided to the Agent and the Lenders all documentation and other information that the Agent (on its own behalf or on behalf of any Lender) requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (3) the Agent has not advised Borrower that such merger or consolidation would result in a violation of any concentration or lending limits applicable by law or regulation applicable to the Agent or any such Lender; (4) immediately prior thereto, and immediately thereafter and after giving effect thereto, all representations and warranties in the Loan Documents shall be deemed to be made and repeated and no Default or Event of Default has occurred or would result therefrom; (5) in the case of a merger with REIT or Borrower, such Person was organized under the laws of the United States of America or one of its states; (6) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; and (7) at the time of consummation of the merger or consolidation, a Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and the Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested . Nothing in this Section shall be deemed to prohibit the leasing of all or portions of Real Estate in the ordinary course of business for occupancy by the Lenders tenants thereunder, or (ii) the sale of Real Estate in connection the ordinary course of Borrower’s business for fair value on an arms-length basis and in accordance with “know your customer” laws or policies; (D) such consolidation or merger is not the result terms and conditions of this Agreement. Nothing in this §8.4 shall prohibit the dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §§5.4 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects).such permitted sale, may dissolve. 110

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation any dissolution of a Subsidiary of the REIT Borrower (other than the Borrowera Subsidiary Guarantor) with and into the REITthat owns no assets, and (iv) dispositions permitted by §8.8, (v) a merger of a Person with the merger or consolidation, directly or indirectly, of Borrower or REIT with a Subsidiary of the Borrower (other than a Subsidiary which is an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor (or any other Person direct or indirect owners of such Subsidiaries)), so long as (A) REIT such Person was organized under the laws of the United States of America or Borrower, as applicable, shall be the continuing and surviving Personone of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) the Borrower shall have given the Agent and the Lenders at least thirty ten (3010) daysBusiness Days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) there is following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Borrower and the Guarantors will not, and nor will not Borrower permit REIT or any of their respective Subsidiaries to, effect any dissolution(a) dissolve, liquidationliquidate, disposition dispose of all or substantially all of its assets or (b) consummate a business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent foregoing (any of the Required Lenders foregoing transactions in this clause (b), for purposes of this §8.4 (other than §8.4(xii)), a “merger”), except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of Borrower, (iii) any dissolution of a Subsidiary (A) that owns no assets or (B) if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders, provided that (x) Borrower or a Guarantor receives any assets of such dissolved or liquidated Subsidiary if such dissolved or liquidated Subsidiary was a Guarantor at the time of such liquidation or dissolution and (y) the provisions of §5.2(b) (to the extent that such Subsidiary is a Subsidiary Guarantor at the time of such dissolution) and §7.22 are satisfied, (iv) dispositions permitted by §8.8, (v)(A) a merger of a Person with Borrower, so long as Borrower is the surviving entity, (B) a merger of (1) the general partner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower with (2) General Partner, so long as General Partner is the surviving entity and the provisions of §7.21 are not violated, (C) a merger of an entity that has 112 elected to obtain and qualifies for REIT Status and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, with the REIT, so long as the REIT is the surviving entity and the provisions of §7.21 are not violated, and (D) a merger of a Person with a Subsidiary of Borrower (other than an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property unless with respect to an Unencumbered Property Subsidiary the terms of §7.22(a)(iii) are satisfied), in each instance so long as (v) in the case of a merger with REIT, General Partner, Borrower or a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (w) if such Subsidiary is a Subsidiary Guarantor or an Unencumbered Property Subsidiary, such Subsidiary is the survivor of such merger or with the prior written approval of Agent, becomes a Subsidiary Guarantor, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person is controlled by Borrower; (x) Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice prior to consummation of such merger; (y) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; and (z) following such merger, Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14; and (vi) Investments constituting asset or stock acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger or consolidation shall involve any Subsidiary be permitted in the event that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Other than with respect to or in connection with any Internalization permitted under §7.15 or any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as Borrower and such Subsidiary comply with the provisions of §5.3 5.7), or §8.8, (iv) the merger acquisition of all or consolidation of a Subsidiary substantially all of the REIT (other than assets of another Person in a bona fide arm’s length transaction that otherwise satisfies the Borrower) with requirements of §7.14 and into the REIT, §8.3 and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger which does not create or result in a Default or Event of Default; and Default (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or provided that if any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that affects any representation Company or warranty which by its terms is made as owner of a specified date Mortgaged Property, then prior to any such merger or consolidation Borrower shall be required give prior written notice of such event to Agent and shall cause to be true executed and correct only delivered to Agent such additional amendments, documents, opinions, title endorsements or title policies and such other matters as of such specified date, Agent may reasonably require in order to continue Agent’s first priority perfected lien and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct security interest in all respectsthe Collateral).

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and will not nor will it permit the Guarantors will not, and will not permit or any of their respective Subsidiaries toto dissolve, effect any dissolutionliquidate, liquidation, disposition dispose of all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or enter into any other business combination or to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary Guarantor, an Unencumbered Property Subsidiary or a Subsidiary that is a Guarantor (in either case directly or indirectly owns an Unencumbered Pool Asset unless the Guarantor is such Subsidiary Guarantor, Unencumbered Property Subsidiary or other Subsidiary that in either case directly or indirectly owns an Unencumbered Pool Asset, as applicable, will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own, directly or indirectly, any Unencumbered Pool Assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.3 or §8.85.3), (iv) the merger or consolidation of a Subsidiary Guarantor into (A) REIT or Borrower, provided that REIT or Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor, or (C) any other Person, directly or indirectly or as contemplated in §8.3(o), subject to compliance with the terms of this Agreement and provided that, if it owns an Unencumbered Pool Asset and is not the surviving entity, then Borrower has complied with §7.20(e) to remove such Unencumbered Pool Asset from being included in the calculation of the REIT (other than the Borrower) with and into the REIT, Unencumbered Pool Aggregate Asset Value; and (v) the merger or consolidation, directly or indirectlyindirectly or as contemplated in §8.3(o), of REIT or Borrower or REIT with any other Person so long as (AX) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (BY) Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; and (CZ) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not . Nothing in this §8.4 shall prohibit the result dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §§5.3 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect any dissolutiondissolve, liquidationliquidate, disposition dispose of (including, without limitation, by way of an LLC Division) or lease (but not including Operating Leases) all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or do any other business combination or effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, and (unless iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own or lease any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.4). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered subject to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, (including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation §5.4 and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of one or more of the Subsidiaries of CVOP I with and into CVOP I (it being understood and agreed that in any such event that CVOP I will be the surviving Person), (iii) the merger or consolidation of two or more Subsidiaries of the BorrowerBorrower or CVOP I; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, and (iii) asset sales consummated in accordance with §5.3 the liquidation or §8.8, (iv) the merger or consolidation dissolution of a any Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with CVOP I that does not own any other Person assets so long as such Subsidiary is not a Guarantor (A) REIT or if such Subsidiary is a Guarantor, so long as Borrower, as applicable, shall be the continuing CVOP I and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors Subsidiary comply with the terms and conditions provisions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects5.7).

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of (including, without limitation, by way of an LLC Division) all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower CVOP II (it being understood and agreed that in any such event the Borrower CVOP II will be the surviving Person), (ii) from and after the Merger, the merger or consolidation of one or more of the Subsidiaries of CVOP I with and into CVOP I (it being understood and agreed that in any such event that CVOP I will be the surviving Person), (iii) the merger or consolidation of two or more Subsidiaries of CVOP II or, from and after the BorrowerMerger CVOP I; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8Person, (iv) the merger liquidation or consolidation dissolution of a any Subsidiary of CVOP II or, from and after the REIT Merger, CVOP I that does not own any assets so long as such Subsidiary is not a Guarantor (other than or if such Subsidiary is a Guarantor, so long as CVOP I, CVOP II and such Subsidiary comply with the Borrower) with and into the REITprovisions of §5.6), and (viv) subject to the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given confirmation by the Agent and in writing that the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall Merger Effectiveness Conditions have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitationbeen satisfied, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)Merger.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, and (unless iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.5). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered subject to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, (including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation §5.4 and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, (unless iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.5 and §5.6). (iv) the disposal of Real Estate in the ordinary course of business and for fair value; provided that if such Real Estate is a Borrowing Base Property, Borrower shall have complied with the terms of this Agreement; and (v) (A) a merger of a Person with Borrower, so long as Borrower is the surviving entity), (iiiB) asset sales consummated in accordance a merger of an entity that has elected to obtain and qualifies for REIT Status and which is the general partner or other owner of a Person simultaneously merging with §5.3 Borrower or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) , with and into the REIT, so long as the REIT is the surviving entity and (v) the merger or consolidationprovisions of this Agreement are not violated, directly or indirectly, of Borrower or REIT with any other Person in each instance so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B1) Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; (C2) REIT and Borrower shall have provided to the Agent and the Lenders all documentation and other information that the Agent (on its own behalf or on behalf of any Lender) requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (3) the Agent has not advised Borrower that such merger or consolidation would result in a violation of any concentration or lending limits applicable by law or regulation applicable to the Agent or any such Lender; (4) immediately prior thereto, and immediately thereafter and after giving effect thereto, all representations and warranties in the Loan Documents shall be deemed to be made and repeated and no Default or Event of Default has occurred or would result therefrom; (5) in the case of a merger with REIT or Borrower, such Person was organized under the laws of the United States of America or one of its states; (6) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; and (7) at the time of consummation of the merger or consolidation, a Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and the Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested . Nothing in this Section shall be deemed to prohibit the leasing of all or portions of Real Estate in the ordinary course of business for occupancy by the Lenders tenants thereunder, or (ii) the sale of Real Estate in connection the ordinary course of Borrower’s business for fair value on an arms-length basis and in accordance with “know your customer” laws or policies; (D) such consolidation or merger is not the result terms and conditions of this Agreement. Nothing in this §8.4 shall prohibit the dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §§5.4 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective Subsidiaries to, effect any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidationMerger Transaction, directly or indirectlyif consummated in all material respects as described on Schedule 1.4, of and (vi) any Person may merge into the Borrower or REIT with any other Person a Guarantor, so long as as: (Aw) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with or such Guarantor is the terms and conditions surviving entity, (x) no Change of this Agreement and the other Loan DocumentsControl results therefrom, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (Dy) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at then exists or would result therefrom, and (z) the time of such consolidation or merger Borrower and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects pro forma compliance with the financial covenants under §9 immediately after giving effect to such merger or consolidation (merger, and the Borrower shall have delivered an officer’s certificate to the Agent by which it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required certifies to be true and correct only as the satisfaction of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)conditions.

Merger, Consolidation. The Borrower Borrowers and the Guarantors will not, and will not permit any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower QTLP (other than any Subsidiary that is a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) with and into the Borrower QTLP (it being understood and agreed that in any such event the Borrower QTLP will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger QTLP (other than a Borrower or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entityGuarantor), (iii) asset sales consummated in accordance with §5.3 any dissolution of a Subsidiary of QTLP (other than a Borrower or a Guarantor) that owns no assets, (iv) dispositions permitted by §8.8, (ivv) the a merger of a Person with QTLP or consolidation of a Subsidiary of the REIT QTLP (other than the a Subsidiary which is a Borrower) with and into the REIT, and QTS Richmond TRS or an Additional Subsidiary Guarantor (v) the merger or consolidationany direct or indirect owners of such Subsidiaries)), directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT such Person was organized under the laws of the United States of America or Borrower, as applicable, shall be the continuing and surviving Personone of its states; (B) Borrower if the surviving Person shall be QTLP if QTLP is a party thereto or such Subsidiaries of QTLP; (C) the Borrowers’ Representative shall have given the Agent and the Lenders at least thirty ten (3010) daysBusiness Days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) there is following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Borrower and the Guarantors will not, and nor will not it permit the Subsidiary Guarantors or any of their respective Subsidiaries to, effect any dissolutiondissolve, liquidationliquidate, disposition dispose of all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or do any other business combination or effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, (iii) asset sales consummated in accordance with §5.3 the liquidation or §8.8, (iv) the merger or consolidation dissolution of a any Subsidiary of the REIT Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (other than or if such Subsidiary is a Guarantor, so long as the Borrower) Borrower and such Subsidiary comply with and into the REITprovisions of §5.4), and (viv) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, Borrower shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects).;

Merger, Consolidation. The Borrower and the Guarantors Other than with respect to any disposition expressly permitted under Section 8.8, Borrowers will not, and nor will not it permit any of their respective Subsidiaries or any Guarantors to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing. Notwithstanding the foregoing, in each case so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto and no Change of Control would occur, the following shall be permitted without the prior written consent of the Required Lenders except for Administrative Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower Borrowers with and into the a Borrower (it being understood and agreed that that, in any such event the Borrower event, if Parent is a party to such transaction, Parent will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the BorrowerBorrowers; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (Borrower unless the Guarantor is a Borrower will be the surviving entity)Person, (iii) asset sales consummated the merger, liquidation or dissolution of any Subsidiary of a Borrower that does not own any assets so long as any assets previously owned by such Subsidiary were disposed of in accordance with §5.3 or §8.8this Agreement, (iv) the merger of a Borrower that is the owner or consolidation lessee of a Collateral Property with and into a Subsidiary of the REIT (other than the Borrower) with and into the REITTrilogy Investors in order to effect a release of a Collateral Property pursuant to Section 5.3, and (v) the merger or consolidationconsolidation of one or more Guarantors with and into a Guarantor (it being understood and agreed that, directly in any such event, if Trilogy Investors is a party to such transaction, Trilogy Investors will be the surviving Person), (vi) the merger or indirectlyconsolidation of two or more Subsidiaries of a Guarantor that are not a Guarantor, a Borrower or a Subsidiary of a Borrower, (vii) the merger, liquidation or dissolution of any Subsidiary of a Guarantor that is not also a Guarantor, a Borrower or a Subsidiary of Borrower or REIT with that does not own any other Person assets so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice any assets previously owned by such Subsidiary were disposed of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors in accordance with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the and (viii) any merger, consolidation or other Loan Documents or in any document or instrument delivered pursuant business combination to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation an Investment permitted under Section 8.3 (it being understood and agreed that in any representation or warranty which by its terms such event (A) if a Borrower is made as of a specified date shall party to such a transaction, 131 a Borrower will be required the surviving Person and (B) if Parent is a party to such transaction, Parent will be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respectsthe surviving Person).

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8 or a reorganization permitted by §7.17(b), the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, and (unless iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.5). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by a transfer of ownership of such Subsidiary or by merger or consolidation with another Person, with such other Person being the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered subject to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, (including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation §5.4 and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and will not nor will it permit the Guarantors will not, and will not permit or any of their respective Subsidiaries toto dissolve, effect any dissolutionliquidate, liquidationdispose of (including, disposition without limitation, by way of an LLC Division) all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or enter into any other business combination or to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor or an Approved JV) with and into the Borrower (it being understood and agreed that in any such event the Borrower Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (or an Approved JV unless the such Guarantor is or such Approved JV will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor or an Approved JV (or if such Subsidiary is a Guarantor or an Approved JV, so long as the Borrower and such Subsidiary comply with the provisions of §5.3 or §8.85.5), (iv) the merger or consolidation of a Subsidiary Guarantor or an Approved JV into (A) REIT or the Borrower, provided that REIT or the Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor or (subject to compliance with the terms of this Agreement) another Approved JV, or (C) any other Person, directly or indirectly or as contemplated in §8.3(o), subject to compliance with the terms of this Agreement and provided that, if it owns a Borrowing Base Asset and is not the surviving entity, then the Borrower has complied with §5.4 to remove such Borrowing Base Asset from being included in the calculation of the REIT (other than the Borrower) with and into the REIT, Borrowing Base Availability; and (v) the merger or consolidation, directly or indirectlyindirectly or as contemplated in §8.3(o), of REIT or the Borrower or REIT with any other Person so long as (AX) REIT or the Borrower, as applicable, shall be the continuing and surviving Person; (BY) the Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; 116 and (CZ) the Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower Borrower, Guarantors and Guarantors Approved JVs with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not . Nothing in this §8.4 shall prohibit the result dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §§5.4 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and will not nor will it permit the Guarantors will not, and will not permit or any of their respective Subsidiaries toto dissolve, effect any dissolutionliquidate, liquidation, disposition dispose of all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or enter into any other business combination or to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.3 or §8.85.5), (iv) the merger or consolidation of a Subsidiary Guarantor into (A) REIT or Borrower, provided that REIT or Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor, or (C) any other Person, directly or indirectly or as contemplated in §8.3(o), subject to compliance with the terms of this Agreement and provided that, if it owns a Borrowing Base Asset and is not the surviving entity, then Borrower has complied with §5.4 to remove such Borrowing Base Asset from being included in the calculation of the REIT (other than the Borrower) with and into the REIT, Borrowing Base Availability; and (v) the merger or consolidation, directly or indirectlyindirectly or as contemplated in §8.3(o), of REIT or Borrower or REIT with any other Person so long as (AX) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (BY) Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; and (CZ) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not . Nothing in this §8.4 shall prohibit the result dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §§5.4 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect any dissolutiondissolve, liquidationliquidate, disposition dispose of (including, without limitation, by way of an LLC Division) all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or do any other business combination or effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, (iii) asset sales consummated in accordance with §5.3 the liquidation or §8.8, (iv) the merger or consolidation dissolution of a any Subsidiary of the REIT Borrower that does not own or lease any assets so long as such Subsidiary is not a Guarantor (other than or if such Subsidiary is a Guarantor, so long as the Borrower) Borrower and such Subsidiary comply with and into the REITprovisions of §5.4), and (viv) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, Borrower shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower Borrower, the REIT and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of DefaultDefault (including without limitation, any Change of Control); and (F) each of the representations and warranties made by or on behalf of the Borrower, the REIT, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (including, without limitation, §§5.4 and 8.8), and after any such permitted sale, may dissolve.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and will not nor will it permit the Guarantors will not, and will not permit or any of their respective Subsidiaries toto dissolve, effect any dissolutionliquidate, liquidation, disposition dispose of all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or enter into any other business combination or to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.3 or §8.85.3), (iv) the merger or consolidation of a Subsidiary Guarantor into (A) REIT or Borrower, provided that REIT or Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor, or (C) any other Person, directly or indirectly or as contemplated in §8.3(o), subject to compliance with the terms of this Agreement and provided that, if it owns an Unencumbered Pool Asset and is not the surviving entity, then Borrower has complied with §7.20(e) to remove such Unencumbered Pool Asset from being included in the calculation of the REIT (other than the Borrower) with and into the REIT, Unencumbered Pool Availability; and (v) the merger or consolidation, directly or indirectlyindirectly or as contemplated in §8.3(o), of REIT or Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; and (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not . Nothing in this §8.4 shall prohibit the result dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §5.3 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Borrower and the Guarantors Guarantor will not, and will not permit REIT to, and Guarantor will not permit any of their respective its Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower Guarantor (other than Borrower) with and into the Borrower Guarantor (it being understood and agreed that in any such event the Borrower Guarantor will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries (other than Borrower) of Guarantor, (iii) any dissolution of a Subsidiary of Guarantor (other than Borrower) that owns no assets, (iv) dispositions permitted by §8.8, and (v) a merger of a Person (other than the Borrower) with the Guarantor (so long as the Guarantor is the surviving entity) or a Subsidiary of the Guarantor (other than Borrower), so long as (A) in the case of a merger with a Subsidiary of Guarantor organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (B) the surviving Person is controlled by the Guarantor; (C) the Guarantor shall have given the Agent at least ten (10) Business Days' prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, the Guarantor and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14; and (F) such merger, together with all other mergers permitted by this §8.4(v) and consummated in the same fiscal year as such merger, shall not increase the Gross Asset Value by more than fifty percent (50%) of the Gross Asset Value as of the end of the previous fiscal year; provided that no such merger or consolidation shall involve any Subsidiary be permitted in the event that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Borrower and the Guarantors will not, and nor will not Borrower permit REIT or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of Borrower, (iii) any dissolution of a Subsidiary that owns no assets, (iv) dispositions permitted by §8.8, and (v) a merger of a Person with (x) Borrower (so long as Borrower is the surviving entity) or (y) a Subsidiary of the Borrower (other than a Subsidiary which is a Subsidiary Guarantor or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property), so long as (A) in the case of a merger with a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (B) if such Subsidiary is a Subsidiary Guarantor, such Subsidiary is the survivor of such merger, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person is controlled by the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, the Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14; and (F) such merger, together with all other mergers permitted by this §8.4(v) and consummated in the same fiscal year as such merger, shall not increase the Gross Asset Value by more than fifty percent (50%) of the Gross Asset Value as of the end of the previous fiscal year; provided that no such merger or consolidation shall involve any Subsidiary be permitted in the event that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, and (unless iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.5 and §5.6). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered subject to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, (including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation §5.4 and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects).such permitted sale, may dissolve. 124

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of (including, without limitation, by way of an LLC Division) all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation any dissolution of a Subsidiary of the REIT Borrower that owns no assets, (other than the Borroweriv) with and into the REITdispositions permitted by §8.8, and (v) a merger of a Person with the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person a Subsidiary of the Borrower, so long as (A) REIT in the case of a merger with the Borrower or Borrowera Subsidiary of the Borrower organized under the laws of a political subdivision of the United States, as applicable, shall be such Person was organized under the continuing and surviving Personlaws of the United States of America or one of its states; (B) (1) in case of a merger with the Borrower, the surviving person shall be the Borrower, (2) in the case of a merger with a Subsidiary Guarantor, the surviving person shall be a Subsidiary Guarantor or, with the prior written approval of the Administrative Agent, becomes a Subsidiary Guarantor, and (3) in the case of a merger with a Subsidiary that is not a Subsidiary Guarantor, the surviving person shall be controlled by the Borrower; (C) the Borrower shall have given the Agent and the Lenders at least thirty ten (3010) daysBusiness Days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; and (E) there is following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset or equity acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of (including, without limitation, by way of an LLC Division) all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.3 or 5.5 and §8.85.6), (iv) the merger or consolidation disposal of Real Estate in the ordinary course of business and for fair value; provided that if such Real Estate is a Subsidiary Borrowing Base Property, Borrower shall have complied with the terms of the REIT (other than the Borrower) with and into the REIT, this Agreement; and (v) (A) a merger of a Person with Borrower, so long as Borrower is the surviving entity, (B) a merger of an entity that has elected to obtain and qualifies for REIT Status and which is the general partner or consolidation, directly or indirectly, other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, with the REIT, so long as the REIT with any other Person is the surviving entity and the provisions of this Agreement are not violated, in each instance so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B1) Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; (C2) REIT and Borrower shall have provided to the Agent and the Lenders all documentation and other information that the Agent (on its own behalf or on behalf of any Lender) requests in order to 112 comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (3) the Agent has not advised Borrower that such merger or consolidation would result in a violation of any concentration or lending limits applicable by law or regulation applicable to the Agent or any such Lender; (4) immediately prior thereto, and immediately thereafter and after giving effect thereto, all representations and warranties in the Loan Documents shall be deemed to be made and repeated and no Default or Event of Default has occurred or would result therefrom; (5) in the case of a merger with REIT or Borrower, such Person was organized under the laws of the United States of America or one of its states; (6) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; and (7) at the time of consummation of the merger or consolidation, a Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and the Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested . Nothing in this Section shall be deemed to prohibit the leasing of all or portions of Real Estate in the ordinary course of business for occupancy by the Lenders tenants thereunder, or (ii) the sale of Real Estate in connection the ordinary course of Borrower’s business for fair value on an arms-length basis and in accordance with “know your customer” laws or policies; (D) such consolidation or merger is not the result terms and conditions of this Agreement. Nothing in this §8.4 shall prohibit the dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §§5.4 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Borrower and Any Person (a) into which the Guarantors will notPerformance Guarantor may be merged or consolidated, and will not permit (b) resulting from any of their respective Subsidiaries toamalgamation, effect any dissolutionmerger or consolidation to which the Performance Guarantor shall be a party, liquidation(c) which acquires by conveyance, disposition of all transfer, or lease substantially all of its the assets of the Performance Guarantor, or business(d) succeeding to the business of the Performance Guarantor, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Performance Guarantor under this Performance Guarantee and, whether or not such assumption agreement is executed, shall be the successor to the Performance Guarantor under this Performance Guarantee without the execution or filing of any document or any further act on the part of any of the parties to this Performance Guarantee, anything in this Performance Guarantee to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Performance Guarantor from any obligation as Performance Guarantor hereunder. The Performance Guarantor shall provide prompt notice of any amalgamation, merger, reorganizationconsolidation, consolidation or other business combination or effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of succession pursuant to this Section to the Beneficiary. Notwithstanding the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger Performance Guarantor shall not amalgamate, merge or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT consolidate with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered permit any other Person to become a successor to the Agent for distribution to each of the Lenders a Compliance CertificatePerformance Guarantor's business, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; unless (Da) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such transaction, no representation, warranty or covenant made pursuant to Section 7 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Event of Default shall have occurred and be continuing, and (b) the Performance Guarantor shall have delivered to the Beneficiary an officer's certificate stating that such amalgamation, consolidation, merger or consolidation (it being understood succession and agreed that any representation or warranty which by its terms is made as such agreement of a specified date shall be required to be true and correct only as of such specified date, assumption comply with this Section and that any representation or warranty that is qualified by any materiality standard shall be required all conditions precedent, if any, provided for in this Performance Guarantee relating to be true and correct in all respects)such transaction have been complied with.

Merger, Consolidation. The Borrower and the Guarantors will not, and nor will not Borrower permit REIT or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of Borrower, (iii) any dissolution of a Subsidiary that owns no assets, (iv) dispositions permitted by §8.8, and (v) a merger of a Person with a Subsidiary of the Borrower (other than a Subsidiary which is a Subsidiary Guarantor that directly or indirectly owns an Unencumbered Asset), so long as (A) in the case of a merger with a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (B) if such Subsidiary is a Subsidiary Guarantor, such Subsidiary is the survivor of such merger, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person is controlled by the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, the Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14; and (F) such merger, together with all other mergers permitted by this §8.4(v) and consummated in the same fiscal year as such merger, shall not increase the Gross Asset Value by more than fifty percent (50%) of the Gross Asset Value as of the end of the previous fiscal year; provided that no such merger or consolidation shall involve any Subsidiary be permitted in the event that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of (including, without limitation, by way of an LLC Division) all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation any dissolution of a Subsidiary of the REIT Borrower that owns no assets, (other than the Borroweriv) with and into the REITdispositions permitted by §8.8, and (v) a merger of a Person with the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person a Subsidiary of the Borrower, so long as (A) REIT in the case of a merger with the Borrower or Borrowera Subsidiary of the Borrower organized under the laws of a political subdivision of the United States, as applicable, shall be such Person was organized under the continuing and surviving Personlaws of the United States of America or one of its states; (B) (i) in case of a merger with the Borrower, the surviving person shall be the Borrower, (ii) in the case of a merger with a Subsidiary Guarantor, the surviving person shall be a Subsidiary Guarantor or, with the prior written approval of the Administrative Agent, becomes a Subsidiary Guarantor, and (iii) in the case of a merger with a Subsidiary that is not a Subsidiary Guarantor, the surviving person shall be controlled by the Borrower; (C) the Borrower shall have given the Agent and the Lenders at least thirty ten (3010) daysBusiness Days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; and (E) there is following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset or equity acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default at the time of such consolidation exists immediately before or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately would exist after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)thereto.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and will not nor will it permit the Guarantors will not, and will not permit or any of their respective Subsidiaries toto dissolve, effect any dissolutionliquidate, liquidationdispose of (including, disposition without limitation, by way of an LLC Division) all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or enter into any other business combination or to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary Guarantor, an Unencumbered Property Subsidiary or a Subsidiary that is a Guarantor (in either case directly or indirectly owns an Unencumbered Pool Asset unless the Guarantor is such Subsidiary Guarantor, Unencumbered Property Subsidiary or other Subsidiary that in either case directly or indirectly owns an Unencumbered Pool Asset, as applicable, will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own, directly or indirectly, any Unencumbered Pool Assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.3 or §8.85.3), (iv) the merger or consolidation of a Subsidiary Guarantor into (A) REIT or Borrower, provided that REIT or Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor, or (C) any other Person, directly or indirectly or as contemplated in §8.3(o), subject to compliance with the terms of this Agreement and provided that, if it owns an Unencumbered Pool Asset and is not the surviving entity, then Borrower has complied with §7.20(e) to remove such Unencumbered Pool Asset from being included in the calculation of the REIT (other than the Borrower) with and into the REIT, Unencumbered Pool Aggregate Asset Value; and (v) the merger or consolidation, directly or indirectlyindirectly or as contemplated in §8.3(o), of REIT or Borrower or REIT with any other Person so long as (AX) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (BY) Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; and (CZ) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not . Nothing in this §8.4 shall prohibit the result dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §§5.3 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects).such permitted sale, may dissolve. 162

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective its Subsidiaries or the REIT to, effect any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoingcombination, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT8.5, and (viv) the merger or consolidation, directly or indirectly, of Borrower or the REIT with any other Person so long as (A) REIT or Borrower, as applicable, applicable shall be the continuing and surviving PersonPerson (provided that Borrower may not merge with the REIT); (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors Guarantors, if any, with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of DefaultDefault (including without limitation, pursuant to §7.18); and (FE) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors Borrower or any of their respective its Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or otherwise in connection with this Agreement therewith as or after the date thereof shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects).

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as Borrower and such Subsidiary comply with the provisions of §5.3 5.7), or §8.8, (iv) the merger acquisition of all or consolidation of a Subsidiary substantially all of the REIT (other than assets of another Person in a bona fide arm’s length transaction that otherwise satisfies the Borrower) with requirements of §7.14 and into the REIT, §8.3 and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger which does not create or result in a Default or Event of Default; and Default (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or provided that if any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that affects any representation Company or warranty which by its terms is made as owner of a specified date Mortgaged Property, then prior to any such merger or consolidation Borrower shall be required give prior written notice of such event to Agent and shall cause to be true executed and correct only delivered to Agent such additional amendments, documents, opinions, title endorsements or title policies and such other matters as Agent may reasonably require in order to continue Agent’s first priority perfected lien and security interest in the Collateral). The Lenders consent to the dissolution of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects).Behringer Harvard Cayman Ltd.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and will not nor will it permit the Guarantors will not, and will not permit or any of their respective Subsidiaries toto dissolve, effect any dissolutionliquidate, liquidationdispose of (including, disposition without limitation, by way of an LLC Division) all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or enter into any other business combination or to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor or an Approved JV) with and into the Borrower (it being understood and agreed that in any such event the Borrower Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (or an Approved JV unless the such Guarantor is or such Approved JV will be the surviving entity)Person, (iii) asset sales consummated in accordance the liquidation or dissolution of any Subsidiary of the Borrower that does not own any assets so long as such Subsidiary is not a Guarantor or an Approved JV (or if such Subsidiary is a Guarantor or an Approved JV, so long as the Borrower and such Subsidiary comply with the provisions of §5.3 or §8.85.5), (iv) the merger or consolidation of a Subsidiary Guarantor or an Approved JV into (A) REIT or the Borrower, provided that REIT or the Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor or (subject to compliance with the terms of this Agreement) another Approved JV, or (C) any other Person, directly or indirectly or as contemplated in §8.3(o), subject to compliance with the terms of this Agreement and provided that, if it owns a Borrowing Base Asset and is not the surviving entity, then the Borrower has complied with §5.4 to remove such Borrowing Base Asset from being included in the calculation of the REIT (other than the Borrower) with and into the REIT, Borrowing Base Availability; and (v) the merger or consolidation, directly or indirectlyindirectly or as contemplated in §8.3(o), of REIT or the Borrower or REIT with any other Person so long as (AX) REIT or the Borrower, as applicable, shall be the continuing and surviving Person; (BY) the Borrower shall have given the Agent and the Lenders at least thirty (30) 30 days’ prior written notice of such consolidation or merger; and (CZ) the Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Borrower Borrower, Guarantors and Guarantors Approved JVs with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not . Nothing in this §8.4 shall prohibit the result dissolution of a hostile takeover; (E) there is no Default or Event Subsidiary which has disposed of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each accordance with this Agreement. A Subsidiary of the representations Borrower may sell all of its assets (and warranties made may effectuate such sale by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (it being understood including, without limitation, §§5.4 and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Neither the Borrower and nor Parent will, nor will the Guarantors will not, and will not Borrower or Parent permit any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (ia) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (iib) the merger or consolidation of one or more of the Subsidiaries of Parent (other than Borrower or any Subsidiary of the Borrower) with and into Parent or another Subsidiary of Parent, (c) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor surviving Person is the surviving entity)a Guarantor, (iiid) asset sales consummated in accordance with §5.3 dispositions of all or §8.8, substantially all of the assets (ivupon voluntary liquidation or otherwise) the merger or consolidation of a Subsidiary of the REIT Borrower to the Borrower or another Subsidiary of the Borrower; provided that if the transferor of the assets is a Guarantor, the transferee of such assets must either be the Borrower or another Guarantor that is a Subsidiary of the Borrower and (e) dispositions of all or substantially all of the assets (upon voluntary liquidation or otherwise) of a Subsidiary of Parent (other than Borrower or any Subsidiary of the Borrower) with and into to Parent or another Subsidiary of Parent; provided that if the REITtransferor of the assets is a Guarantor, and the transferee of such assets must either be the Borrower or another Guarantor. Nothing in this §8.4 shall prohibit (vx) the merger or consolidation, directly or indirectly, dissolution of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger Subsidiary that is not the result a Guarantor which has disposed of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result its assets in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection accordance with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)y) the Merger.

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective Subsidiaries to, effect any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects), and (vi) the consummation of the Colonial Merger Transactions provided that no Default of Event or Default shall result upon the consummation of the Colonial Merger Transactions. The consent to the Colonial Merger Transactions set forth in clause (iv) above is strictly limited to the Colonial Merger Transactions described in this Agreement and shall not constitute a waiver or modification of any requirement of obtaining the Lenders’ consent to any future merger or other transfer as required by this §8.4. Upon consummation of the Colonial Merger Transactions, Borrower shall cause (i) any revolving credit facilities of Colonial, Colonial LP or any of their subsidiaries to be satisfied in full and terminated and (ii) any Persons which become a Subsidiary of REIT or Borrower as a result of the Colonial Merger Transactions to become an Additional Subsidiary Guarantor if required by §5.2.

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect any dissolutiondissolve, liquidationliquidate, disposition dispose of all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or do any other business combination or effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the such Guarantor is will be the surviving entity)Person, (iii) asset sales consummated in accordance with §5.3 the liquidation or §8.8, (iv) the merger or consolidation dissolution of a any Subsidiary of the REIT (other than the Borrower) with and into the REITBorrower that does not own any assets so long as such Subsidiary is not a Guarantor, and (viv) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, Borrower shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower Borrower, the REIT and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of DefaultDefault (including without limitation, any Change of Control); and (F) each of the representations and warranties made by or on behalf of the Borrower, the REIT, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (including, without limitation, §8.8), and after any such permitted sale, may dissolve.

Merger, Consolidation. The Borrower and the Guarantors will not, and will not permit any of their respective its Subsidiaries or the REIT to, effect any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoingcombination, in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of (x) one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person) and (y) one or more of the Subsidiaries of the REIT (other than the Borrower or any Subsidiary of the Borrower) with and into the REIT (it being understood and agreed that in any such event the REIT will be the surviving Person), (ii) the merger or consolidation of (x) two or more Subsidiaries of the Borrower and (y) two or more Subsidiaries of the REIT (other than the Borrower); provided that in each case no such merger or consolidation shall involve any Subsidiary that is a Guarantor (unless the Guarantor is the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT8.5, and (viv) the merger or consolidation, directly or indirectly, of Borrower or the REIT with any other Person so long as (A) REIT or Borrower, as applicable, applicable shall be the continuing and surviving PersonPerson (provided that Borrower may not merge with the REIT); (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors Guarantors, if any, with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of DefaultDefault (including without limitation, pursuant to §7.18); and (FE) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors Borrower or any of their respective its Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or otherwise in connection with this Agreement therewith as or after the date thereof shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects).

Merger, Consolidation. The Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower and the Guarantors will not, and nor will not it permit the Guarantors or any of their respective Subsidiaries to, effect any dissolutiondissolve, liquidationliquidate, disposition dispose of or lease (but not including Operating Leases) all or substantially all of its assets or business, mergermerge, reorganizationreorganize, consolidation consolidate or do any other business combination or effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders except for Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Guarantor) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary that is a Guarantor unless such Guarantor will be the surviving Person, and (unless iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own or lease any assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions of §5.4). Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving entity), (iii) asset sales consummated in accordance with §5.3 or §8.8, (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REIT, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered subject to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, (including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation §5.4 and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date8.8), and that after any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects)such permitted sale, may dissolve.

Merger, Consolidation. The Borrower and Other than with respect to or in connection with the Guarantors Acquisition as described in the Structure Chart (including the Merger) or any disposition expressly permitted under Section 8.8, Borrowers will not, and nor will not it permit any Guarantor or any of their respective Subsidiaries to, effect become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing. Notwithstanding the foregoing, in each case so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the prior written consent of the Required Lenders except for Administrative Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower Borrowers with and into the a Borrower (it being understood and agreed that that, in any such event the Borrower event, if Parent is a party to such transaction, Parent will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the BorrowerBorrowers; provided that no such merger or consolidation shall involve any Subsidiary that is a Borrower or a Guarantor (unless the a Borrower or Guarantor is will be the surviving entity)Person, (iii) asset sales consummated the merger, liquidation or dissolution of any Subsidiary of a Borrower that does not own any assets so long as any assets previously owned by such Subsidiary were disposed of in accordance with §5.3 or §8.8, this Agreement and (iv) the merger or consolidation of a Subsidiary of the REIT (other than the Borrower) with and into the REITany merger, and (v) the merger or consolidation, directly or indirectly, of Borrower or REIT with any other Person so long as (A) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (B) Borrower shall have given the Agent and the Lenders at least thirty (30) days’ prior written notice of such consolidation or merger; (C) Borrower shall have delivered other business combination to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer” laws or policies; (D) such consolidation or merger is not the result of a hostile takeover; (E) there is no Default or Event of Default at the time of such consolidation or merger and the consummation of such consolidation or merger does not result in a Default or Event of Default; and (F) each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects immediately after giving effect to such merger or consolidation an Investment permitted under Section 8.3 (it being understood and agreed that in any representation or warranty which by its terms such event (A) if a Borrower is made as of a specified date shall 105 party to such a transaction, a Borrower will be required the surviving Person and (B) if Parent is a party to such transaction, Parent will be true and correct only as of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respectsthe surviving Person).