Common use of Merger, Consolidation Clause in Contracts

Merger, Consolidation. (i) The Issuer will not (1) consolidate or merge with or into another Person (whether or not such Issuer is the surviving Person), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect to such transaction, no Default or Event of Default exists; and (D) if the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effect. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. (i) The Issuer will not (1) No Guarantor shall consolidate with or merge with into any other person or into another Person (whether or not such Issuer is the surviving Person), or (2) sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the properties and its assets as an entirety (determined on whether by one transaction or a consolidated basis) series of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, ) to another Personany person, unless: (A) either: (A) such Issuer is the surviving Person; or (Bi) the Person successor entity formed by or surviving any such consolidation or merger (if other than such Issuer) or to into which such sale, assignment, transfer, Guarantor is merged or the successor entity which acquires by conveyance, transfer or lease all or other disposition has been made is substantially all of its assets as an entirety shall be a solvent entity organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of ColumbiaColumbia and a substantial part of such successor entity's assets, properties and operations shall be within the United States; (Bii) the Person formed by such successor entity (or surviving any such consolidation or merger (if other than such Issuer) or the Person entity to which all or substantially all of such saleGuarantor's assets shall have been conveyed, assignmenttransferred or leased) shall expressly assume in writing by instrument or instruments reasonably satisfactory to the Required Holders, transferin scope, conveyanceform and legal effect, lease or other disposition has been made assumes the due and punctual payment, performance and observance of all the obligations of such Issuer pursuant to Guarantor under this NoteGuaranty Agreement, with the same effect as if such entity had originally been named a Guarantor herein or had been a party hereto; (Ciii) prior to and immediately after giving effect to such transaction, no Default default or Event of Default existsshall exist under the Notes or the Note Agreement, or under any other document or instrument referred to therein; and (Div) if such Guarantor shall have delivered to each of the Person formed by or surviving any holders of the Notes an officer's certificate stating that such consolidation or merger is not such Issuer or in the case of a saleconsolidation, assignment, transfermerger, conveyance, transfer or lease and the assumption agreement required by clause (ii) above comply with the provisions of this Section 8(b). Upon any consolidation or other disposition merger, or any conveyance, transfer or lease of all or substantially all of the properties assets of any Guarantor as an entirety in accordance with this Section 8(b), the successor corporation formed by such consolidation or into which such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and assets (determined on be substituted for, such Guarantor under this Guaranty Agreement, with the same effect as if such successor corporation had been named as a consolidated basis) Guarantor herein. No such conveyance, transfer or lease of all or substantially all of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof assets of any Guarantor (or any successor corporation which shall theretofore have through an amendment to its guaranty issued become such in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations manner prescribed in respect of this Note and that its guaranty shall continue to be in effect. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b)) below. Clause 8(a)(i)(Cfrom its obligations hereunder unless and until such Guarantor (or such successor) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdictionshall dissolve.

Merger, Consolidation. (i) The Issuer Subject to the limitations of Section 7.1(i), no Loan Party will, nor will not (1) consolidate or it permit any of its Restricted Subsidiaries to, merge into, amalgamate with or into another Person (whether or not such Issuer is the surviving consolidate with any other Person), or (2) permit any other Person to merge into or consolidate with it, or sell, assign, transfer, convey, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the properties stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Subsidiary (other than the Borrower) may merge or amalgamate with the Servicer in a transaction in which the Servicer is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any other Person (other than the Borrower) may merge into or amalgamate with the Servicer in a transaction in which the Servicer is the surviving corporation, or, concurrently with the consummation of such transaction, no Default the surviving entity becomes the Servicer; (iii) any non-Loan Party may merge into or Event amalgamate with any other non-Loan Party; (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of Default existsits assets to the Servicer or another Restricted Subsidiary; provided that if any such transferor is a Loan Party, such transferee shall be a Loan Party; (v) any Restricted Subsidiary may liquidate or dissolve if the Servicer determines in good faith that such liquidation or dissolution is in the best interests of the Servicer and is not materially disadvantageous to the Lenders; and (Dvi) if the Person formed by Servicer or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignmentRestricted Subsidiary may sell, transfer, conveyance, lease or other disposition otherwise dispose of all its assets (including for the avoidance of doubt any Excluded Receivable) in any manner expressly permitted by any Transaction Document or substantially all if permitted under Section 6.04 or Section 6.05 of the properties and assets (determined on Parent Credit Agreement; provided, that any such merger or amalgamation that would otherwise be permitted by this Section 7.2(i) involving a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant Person that is not a wholly-owned Restricted Subsidiary immediately prior to Section 14 hereof such merger shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to not be in effect. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted unless also permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation 6.04 of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdictionParent Credit Agreement.

Merger, Consolidation. (i) The Issuer will Borrowers shall not, and shall not (1) consolidate permit any Subsidiary of a Borrower to, merge, dissolve, liquidate or merge with or into another Person (whether or not such Issuer is the surviving Person)wind-up its affairs, or (2) become a party to any merger, consolidation or other business combination regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, assignlease, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiariesassets; provided, taken as a wholehowever, in one or more related transactions, to another Person, unlessthat: (Aa) either: (A) any Subsidiary of a Borrower may consolidate or merge into any Borrower if such Issuer Borrower is the surviving Person; (b) any Subsidiary of a Borrower may consolidate or merge into another Subsidiary of a Borrower; (c) any Subsidiary of a Borrower may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Borrower or another Subsidiary of a Borrower; and (d) any Borrower or any Subsidiary of a Borrower may consolidate or merge with any Person; provided that (Bi) if a Borrower is a party to such merger or consolidation, such Borrower is the Person formed by surviving Person, (ii) no Event of Default or surviving Potential Default shall exist prior to such consolidation or merger and no Event of Default or Potential Default shall occur or exist as a result of such consolidation or merger, (iii) at least three (3) Business Days prior to any such consolidation or merger (if other than such Issuer) merger, the Borrowers shall deliver to the Bank pro forma financial information and a certificate from the President or to which such saleChief Financial Officer of MHI certifying that, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect to such transactionconsolidation or merger, no Default or Event of Default exists; and (DA) if the Person formed by or surviving any such Borrowers are, and shall continue to be, on a pro forma basis, in compliance with all financial covenants set forth in Section 5.17 hereof, and (B) Undrawn Availability shall not be less than Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), and (iv) the consolidation or merger is shall not be contested by such Issuer or in the case Person and shall be approved by such Person’s board of a sale, assignment, transfer, conveyance, lease directors or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effectgoverning body. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. (i) The Issuer Neither GKK, the Borrower nor any of their respective Subsidiaries will not (1) consolidate become a party to any merger, consolidation or merge with or into another Person (whether or not such Issuer is the surviving Person)other business combination, dissolution, liquidation, or (2) sell, assign, transfer, convey, lease or otherwise dispose disposition of all or substantially all of its assets or business except (a) the properties and assets (determined on a consolidated basis) merger or consolidation of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactionsof the Subsidiaries of the Borrower with and into the Borrower, to another Person(b) the merger or consolidation of two or more Subsidiaries of the Borrower, unless: (Ac) either: the Borrower may merge or consolidate with or into any other Person (Aother than GKK) such Issuer so long as (i) the Borrower is the surviving Person; or entity, (Bii) such action is not hostile, (iii) the Person formed by other Persons involved in such merger or surviving any such consolidation or merger are engaged in a line of business in which the Borrower is permitted to engage, and (if other than such Issueriv) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect to such transactionmerger or consolidation, no Default or Event of Default exists; and shall exist, (Dd) if GKK may merge or consolidate with or into any other Person (other than Borrower) so long as (i) GKK is the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a saleentity, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effect. (ii) This Section 8(asuch action is not hostile, (iii) will not apply the other Persons involved in such merger or consolidation are engaged in a line of business in which the Borrower is permitted to engage, and (iv) after giving effect to such merger or consolidation, no Default or Event of Default shall exist, or (e) a Subsidiary of GKK (other than the Borrower) may merge or consolidate with or into any other Person (other than GKK or the Borrower) so long as (i) any statutory conversion of such Subsidiary is the Issuer to another form of entity or surviving entity, (ii) any salesuch action is not hostile, assignment, transfer, conveyance, lease or (iii) the other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any Persons involved in such merger or consolidation are engaged in a line of business in which the Issuer with Borrower is permitted to engage, and (iv) after giving effect to such merger or into one consolidation, no Default or Event of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdictionDefault shall exist.

Merger, Consolidation. (i) The Issuer will Lessee shall not (1) consolidate with or merge with or into another Person (whether any other person or not such Issuer is the surviving Person), entity or (2) sell, assignconvey, transfer, convey, or lease in one or otherwise dispose of more transactions all or substantially all of the properties and its assets (determined on any such consolidation, merger, conveyance, transfer or lease being a consolidated basis) "Reorganization"), without the consent of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another PersonLessor, unless: (A1) either: (A) such Issuer is the surviving Person; or (Baa) the Person entity formed by or surviving any such consolidation or merger (if other than such Issuer) into which Lessee is merged or to which such sale, assignmentthe person or entity that acquires by conveyance, transfer, conveyanceor lease all or substantially all of Lessee's assets (such person or entity being the "Successor") is organized, lease or other disposition has been made is an entity organized or existing existing, and in good standing under the laws of the United States, any state of the United States or the District of Columbia, and, upon consummation of such transaction such Successor will be a Certificated Air Carrier; and (bb) immediately after such Reorganization, such Successor satisfies the Net Worth Test specified in Article 17(d)(iii); (B2) unless Lessee is the Person formed surviving corporation upon a consolidation or merger, the Successor executes and delivers to Lessor a duly authorized, legal, valid, binding, and enforceable agreement, reasonably satisfactory in form and substance to Lessor, containing an effective assumption by such Successor of the due and punctual performance and observance of each covenant, agreement, and condition in this Agreement and all other agreements entered into in connection herewith to be performed or observed by Lessee; (3) unless Lessee is the surviving any corporation upon a consolidation or merger, the Successor makes such filings and recording with the FAA pursuant to applicable law as shall be necessary to evidence such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Notemerger; (C4) immediately after giving effect to such transactionReorganization, no Default or Event of Default existsshall have occurred and be continuing; (5) the Successor delivers to Lessor an opinion of counsel as to the authorization and enforceability of the agreement referred to in clause (ii)(2) above (unless Lessee is the surviving corporation upon a consolidation or merger), the filings described in clause (ii)(3) above, and such other matters as may be reasonably requested by Lessor, reasonably satisfactory to Lessor; (6) Lessor shall be entitled to all the rights and benefits of 1110 of the Bankruptcy Code (11 U.S.C. Section 1110) with respect to the Aircraft; and (D7) if the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof Lessee shall have through delivered to Lessor a certificate stating that all conditions precedent herein relating to such transaction have been complied with signed (aa) by the President, any Executive Vice President, any Senior Vice President, or any Vice President of Lessee and (bb) by the Secretary or an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect Assistant Secretary of this Note and that its guaranty shall continue to be in effectLessee. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. (i) The Issuer will Guarantor shall not (1) consolidate with or merge with into any other person or into another Person (whether or not such Issuer is the surviving Person), or (2) sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the properties and its assets as an entirety (determined on whether by one transaction or a consolidated basis) series of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, ) to another Personany person, unless: (A) either: (A) such Issuer is the surviving Person; or (Bi) the Person successor entity formed by or surviving any such consolidation or merger (if other than such Issuer) into which the Guarantor is merged or to the successor entity which such sale, assignment, transfer, acquires by conveyance, transfer or lease all or other disposition has been made is substantially all of its assets as an entirety shall be a solvent entity organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of ColumbiaColumbia and a substantial part of such successor entity's assets, properties and operations shall be within the United States; (Bii) the Person formed by such successor entity (or surviving any such consolidation or merger (if other than such Issuer) or the Person entity to which such saleall or substantially all of the Guarantor's assets shall have been conveyed, assignmenttransferred or leased) shall expressly assume in writing by instrument or instruments reasonably satisfactory to the Required Holders, transferin scope, conveyanceform and legal effect, lease or other disposition has been made assumes the due and punctual payment, performance and observance of all the obligations of the Guarantor under this Guaranty Agreement, with the same effect as if such Issuer pursuant to this Noteentity had originally been named Guarantor herein or had been a party hereto; (Ciii) prior to and immediately after giving effect to such transaction, no Default default or Event of Default existsshall exist under the Notes or the Note Agreement, or under any other document or instrument referred to therein; and (Div) if the Person formed by or surviving any Guarantor shall have delivered to each of the holders of the Notes an officer's certificate stating that such consolidation or merger is not such Issuer or in the case of a saleconsolidation, assignment, transfermerger, conveyance, transfer or lease and the assumption agreement required by clause (ii) above comply with the provisions of this Section 8(b). Upon any consolidation or other disposition merger, or any conveyance, transfer or lease of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer Guarantor as an entirety in accordance with this Section 8(b), the successor corporation formed by such consolidation or into which the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and its Subsidiariesbe substituted for, each guarantor pursuant to Section 14 hereof the Guarantor under this Guaranty Agreement, with the same effect as of such successor corporation had been named as the Guarantor herein. No such conveyance, transfer or lease of all or substantially all of the assets of the Guarantor (or any successor corporation which shall theretofore have through an amendment to its guaranty issued become such in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations manner prescribed in respect of this Note and that its guaranty shall continue to be in effect. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b)) below. Clause 8(a)(i)(Cfrom its obligations hereunder unless and until the Guarantor (or such successor) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdictionshall dissolve.

Merger, Consolidation. Borrower will not, nor will Borrower permit REIT or any of their respective Subsidiaries to, (ia) The Issuer will not (1) consolidate or merge with or into another Person (whether or not such Issuer is the surviving Person)dissolve, or (2) sellliquidate, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and its assets or (determined on b) consummate a consolidated basis) 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 Issuer and its Subsidiariesforegoing (any of the foregoing transactions in this clause (b), taken as for purposes of this §8.4 (other than §8.4(xii)), a whole“merger”), in except for (i) the merger or consolidation of one or more related transactionsof the Subsidiaries of Borrower with and into Borrower (it being understood and agreed that in any such event Borrower will be the surviving Person), to another Person(ii) the merger or consolidation of two or more Subsidiaries of Borrower, unless: (iii) any dissolution of a Subsidiary (A) either: (A) such Issuer is the surviving Person; 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 formed by 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 any such consolidation 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 (if 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 Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity Person was organized or existing under the laws of the United StatesStates of America or one of its states; (v) if such Subsidiary is a Subsidiary Guarantor or an Unencumbered Property Subsidiary, any state 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 United States board of directors or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations similar body of such Issuer pursuant 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 Note; §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 (C50%) immediately after giving effect to 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 transaction, no merger or consolidation shall be permitted in the event that a Default or Event of Default exists; and (D) if the Person formed by exists immediately before or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effectwould exist after giving effect thereto. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. EachThe Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, amalgamation, merger or other combination, except: (i) The Issuer will not any Subsidiary of the Parent Borrower (1other than the Subsidiary Borrower or any Guarantor) may merge, consolidate or merge amalgamate with, or be liquidated into, (x) athe Borrower (so long as suchthe Borrower is the surviving or continuing entity), (y) any other Subsidiary of the Parent Borrower (other than (A) the Subsidiary Borrower or (B) any Guarantor unless (in the case of this clause (B) only) the surviving or continuing entity is a Guarantor) or (z) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Person, to the extent such merger, consolidation or amalgamation is not prohibited by Section 7.4 and, if either Person is a Wholly Owned Subsidiary, then the surviving Person is a Wholly Owned Subsidiary; (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, anythe Borrower may merge, consolidate or amalgamate with or into another Person (whether other than the Parent Borrower or not such Issuer any Subsidiary thereof), so long as suchthe Borrower is the surviving Person)entity; and (iii) to the extent not otherwise permitted under the foregoing clauses, or (2) sellany Subsidiary that has sold, assign, transfer, convey, lease transferred or otherwise dispose disposed of all or substantially all of the properties and its assets (determined on in connection with a consolidated basis) of the Issuer and its Subsidiariestransaction permitted under this Agreement and/or no longer conducts any active trade or business may be liquidated, taken as a whole, in one wound up or more related transactions, dissolved or may otherwise cease to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer exist pursuant to a transaction not prohibited by this Note; (C) immediately after giving effect to such transaction, no Default or Event of Default exists; and (D) if the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effectAgreement. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. The Company will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (i) The Issuer will not any Wholly Owned Subsidiary of the Company may merge or consolidate with, or be liquidated into, (1x) the Company (so long as the Company is the surviving or continuing entity) or (y) any other Wholly Owned Subsidiary (so long as, if either constituent entity is a Subsidiary Guarantor, the surviving or continuing entity is a Subsidiary Guarantor), and in each case so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) any Wholly Owned Subsidiary of the Company may merge or consolidate or merge with or into another Person (whether other than another Credit Party), so long as (x) the surviving entity is a Subsidiary Guarantor, (y) such merger or not such Issuer consolidation constitutes a Permitted Acquisition, and (z) no Default or Event of Default has occurred and is continuing or would result therefrom; (iii) the Company may merge or consolidate with another Person (other than another Credit Party), so long as (x) the Company is the surviving Person)entity, (y) such merger or consolidation constitutes a Permitted Acquisition, and (2z) sellno Default or Event of Default has occurred and is continuing or would result therefrom; and (iv) to the extent not otherwise permitted under the foregoing clauses, assignany Wholly Owned Subsidiary that has sold, transfer, convey, lease transferred or otherwise dispose disposed of all or substantially all of the properties its assets in connection with an Asset Disposition permitted under this Agreement and assets (determined on a consolidated basis) of the Issuer no longer conducts any active trade or business may be liquidated, wound up and its Subsidiariesdissolved, taken so long as a whole, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect to such transaction, no Default or Event of Default exists; and (D) if the Person formed by has occurred and is continuing or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effectwould result therefrom. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. (ia) The Issuer Borrower-SPE will not (1) consolidate become a party to any dissolution, liquidation or merge with or into another Person (whether or not such Issuer is the surviving Person), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect to such transaction, no Default or Event of Default exists; and (D) if the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and Borrower-SPE's assets (determined on or business, a consolidated basis) 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 Issuer and its Subsidiariesforegoing, in each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in case without the form attached hereto as Exhibit Aprior written consent of the Required Lenders, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effect. (ii) This Section 8(a) will not apply to except for (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of Borrower-SPE with another Subsidiary of EPR, and (ii) the Issuer merger or consolidation of Borrower-SPE where Borrower-SPE is the sole surviving entity provided however that any such merger or consolidation does not violate Borrower-SPE's status as a Special Purpose Entity. (b) EPR will not become a party to any dissolution, liquidation or disposition of all or substantially all of EPR's assets or business, a 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 Required Lenders, except for (i) the merger or consolidation of EPR with or into one of its Subsidiaries for any purpose or Subsidiaries, provided that such Subsidiary is other than Borrower-SPE; (ii) with the merger or into an Affiliate solely for consolidation of EPR where EPR is the purpose sole surviving entity provided however that any such merger or consolidation does not violate EPR's status as a REIT; (iii) any acquisitions or investments; or (iv) any merger where EPR is the surviving entity such that a majority of reincorporating the Issuer in another jurisdictionseats of the Board of Directors of the newly constituted entity are held by trustees of EPR serving as such prior to the time of such merger, or EPR otherwise maintains a controlling interest therein, provided further that such exceptions do not otherwise create any Default or Event of Default hereunder.

Merger, Consolidation. (i) The Issuer Company will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other corporation or legal entity or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) a Subsidiary of the Company (other than the Issuer) may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, the Company, the Issuer or a Wholly-Owned Subsidiary or any other Subsidiary with the same percentage ownership by the Company, the Issuer and their Subsidiaries as such Subsidiary so long as in any merger or into another Person (whether or not such Issuer is consolidation involving the Company, the Company shall be the surviving Person)or continuing corporation, and in any merger or consolidation involving the Issuer and any other Subsidiary of the Company, the Issuer shall be the surviving or continuing corporation, or (2y) sell, assign, transfer, convey, transfer or lease all of its assets (which may include a merger or otherwise dispose consolidation) in compliance with the provisions of Section 10.5; provided, that immediately after giving effect to such transaction no Default or Event of Default would exist; and provided, further, that in the case of the consolidation or merger, or the conveyance, transfer or lease of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its SubsidiariesSubsidiary Guarantor, taken if the Subsidiary Guarantor is not the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Subsidiary Guarantor as a wholean entirety, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is successor or survivor shall have executed and delivered to each holder of Notes its assumption of the surviving Person; or due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), (B) the Subsidiary Guarantor shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (C) the Company shall have confirmed in writing its obligations under this Agreement; and (2) the foregoing restrictions in Section 10.6 do not apply to the consolidation or merger of the Company or the Issuer with, or the conveyance, transfer or lease of all or substantially all of the assets of the Company or the Issuer in a single transaction or series of transactions to, any Person so long as: (a) the successor formed by or surviving any such consolidation or the survivor of such merger (if other than such Issuer) or to which such sale, assignment, transfer, the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company or the Issuer as an entirety, as the case may be (the “Successor Corporation"), shall be a solvent corporation or other disposition has been made is an legal entity organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of Columbia; (Bb) if the Person formed by or surviving any such consolidation or merger (if other than such Issuer) Company or the Person to which Issuer, as the case may be, is not the Successor Corporation, such sale, assignment, transfer, conveyance, lease corporation or other disposition has been made assumes all legal entity shall have executed and delivered to each holder of Notes its assumption of the obligations due and punctual performance and observance of such Issuer each covenant and condition of this Agreement and the Notes (pursuant to this Notesuch agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Company or the Issuer, as the case may be, shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (Cc) the Company, in the case of a merger of the Issuer, and the Subsidiary Guarantor, in the case of a merger of the Company or the Issuer, shall each have confirmed in writing their respective obligations under this Agreement and the Subsidiary Guaranty; and (d) immediately after giving effect to such transactiontransaction (i) the Company or the Surviving Corporation, as the case may be, would have been in compliance with Section 10.3 as of the end of the immediately preceding fiscal quarter, and (ii) no Default or Event of Default exists; and (D) if the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effectwould exist. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. (i) The Issuer will not (1) Neither STLC nor GMHE shall consolidate with or merge with into any other Person or into another Person (whether or not such Issuer is the surviving Person), or (2) sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the properties and its assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, an entirety to another any Person, unless: (A) either: (A) such Issuer is the surviving Person; or (Bi) the Person successor entity formed by or surviving any such consolidation or merger (if other than such Issuer) into which it is merged or to the successor entity which such sale, assignment, transfer, acquires by conveyance, transfer or lease all or other disposition has been made is substantially all of its assets as an entity entirety shall be a corporation organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of ColumbiaColumbia which has a substantial part of its properties and assets located within, and operates substantially within, the United States of America, and which is qualified under the requirements of the FCC and any applicable statute, regulation or order to assume STLC's or GMHE's, as the case may be, obligations with respect to the Satellite and/or Transponders then subject to this Lease; (Bii) such successor corporation shall expressly assume in writing by instrument or instruments enforceable against it reasonably satisfactory in form and substance to Lessor and Owner Participant the Person formed by due and punctual payment, performance and observance of all obligations of STLC or surviving GMHE, as the case 62 may be, under this Lease and any such consolidation other Operative Document or merger (if other than such Issuer) or the Person Xxxxxx Agreement to which STLC or GMHE, as the case may be, is a party in any capacity, with the same effect as if such sale, assignment, transfer, conveyance, lease corporation had originally been named Lessee herein or other disposition has had been made assumes all the obligations of such Issuer pursuant to this Notea party thereto; (Ciii) immediately after giving effect to such transaction, no Bankruptcy Default or Event of Default existsshall exist and the Guarantee Agreement (or any successor agreement) shall be in full force and effect; and (Div) if the Person formed by STLC or surviving any such consolidation or merger is not such Issuer or in GMHE, as the case may be, shall have delivered to Lessor, Owner Participant and Indenture Trustee an opinion of a salecounsel in scope and substance reasonably satisfactory to each stating that such consolidation, assignment, transfermerger, conveyance, transfer or lease and the assumption agreement required by clause (ii) above comply with this Section 13. Upon any consolidation or other disposition merger, or any conveyance, transfer or lease of all or substantially all of the properties assets of STLC or GMHE, as the case may be, as an entirety in accordance with this Section 13, the successor corporation formed by such consolidation or into which STLC or GMHE, as the case may be, is merged or to which such conveyance, transfer or lease is made shall succeed to, and assets (determined on be substituted for, and may exercise every right and power of, Lessee under the Operative Documents to which STLC or GMHE, as the case may be, is a consolidated basis) party in any capacity with the same effect as if such successor corporation had been named Lessee herein and thereto. No such conveyance, transfer or lease of all or substantially all of the Issuer and its Subsidiariesassets of STLC or GMHE, each guarantor pursuant to Section 14 hereof as the case may be, as an entirety shall have through an amendment to its guaranty issued the effect of releasing STLC or GMHE, as the case may be, or any successor corporation which shall theretofore have become such in the form attached hereto manner prescribed in this Section 13 from its liability hereunder or under the other Operative Documents or Xxxxxx Agreement to which STLC or GMHE, as Exhibit Athe case may be, confirmed that such guaranty shall apply to the successor Person’s obligations is a party in respect of this Note and that its guaranty shall continue to be in effectany capacity. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. (i) The Issuer will Borrowers shall not, and shall not (1) consolidate permit any Subsidiary of a Borrower to, merge, dissolve, liquidate or merge with or into another Person (whether or not such Issuer is the surviving Person)wind-up its affairs, or (2) become a party to any merger, consolidation or other business combination regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, assignlease, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiariesassets; provided, taken as a wholehowever, in one or more related transactions, to another Person, unlessthat: (Aa) either: (A) any Subsidiary of a Borrower may consolidate or merge into any Borrower if such Issuer Borrower is the surviving Person; (b) any Subsidiary of a Borrower may consolidate or merge into another Subsidiary of a Borrower; (c) any Subsidiary of a Borrower may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Borrower or another Subsidiary of a Borrower; and (d) any Borrower or any Subsidiary of a Borrower may consolidate or merge with any Person; provided that (Bi) if a Borrower is a party to such merger or consolidation, such Borrower is the Person formed by surviving Person, (ii) no Event of Default or surviving Potential Default shall exist prior to such consolidation or merger and no Event of Default or Potential Default shall occur or exist as a result of such consolidation or merger, (iii) at least three (3) Business Days prior to any such consolidation or merger (if other than such Issuer) merger, the Borrowers shall deliver to the Bank pro forma financial information and a certificate from the President or to which such saleChief Financial Officer of MHI certifying that, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect to such transactionconsolidation or merger, no Default or Event (A) the Borrowers are, and shall continue to be, on a pro forma basis, in compliance with all financial covenants set forth in Section 5.18 of Default exists; and this Agreement, and (DB) if Undrawn Availability shall not be less than Five Million and 00/100 Dollars ($5,000,000.00), and (iv) the Person formed by or surviving any such consolidation or merger is shall not be contested by such Issuer or in the case Person and shall be approved by such Person’s board of a sale, assignment, transfer, conveyance, lease directors or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effectgoverning body. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. (iSubject to the limitations of Section 7.1(i) The Issuer of the Credit and Security Agreement, no Transferor will, nor will not (1) it permit any of its Restricted Subsidiaries to, merge into or consolidate or merge with or into another Person (whether or not such Issuer is the surviving any other Person), or (2) permit any other Person to merge into or consolidate with it, or sell, assign, transfer, convey, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the properties stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect thereto no Termination Event shall have occurred and be continuing: (i) any Subsidiary (other than the Buyer) may merge with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any Transferor (other than Smithfield) and any other Person may merge into any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, no Default the surviving entity becomes a Transferor; (iii) any entity (other than Smithfield or Event the Buyer) may merge into any other entity (other than Smithfield or the Buyer); (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of Default existsits assets to Smithfield or another Restricted Subsidiary; (v) any Restricted Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and (Dvi) if the Person formed by any Transferor or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignmentRestricted Subsidiary may sell, transfer, conveyance, lease or other disposition otherwise dispose of all its assets (including for the avoidance of doubt any Excluded Receivable) in any manner expressly permitted by any Transaction Document or substantially all if permitted under Section 6.04 or 6.05 of the properties and assets (determined on Parent Credit Agreement; provided, that any such merger that would otherwise be permitted by this Section 4.2(g) involving a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant Person that is not a wholly-owned Restricted Subsidiary immediately prior to Section 14 hereof such merger shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to not be in effect. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted unless also permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation 6.04 of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdictionParent Credit Agreement.

Merger, Consolidation. No Credit Party will, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (i) The Issuer will not any Subsidiary (1other than the Borrower) consolidate of Holdings may be merged (or merge consolidate) with and into the Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, leased, transferred or otherwise disposed of in one transaction or series of transactions to the Borrower or any Guarantor; provided that (i) in the case of any such merger or consolidation with or into the Borrower, the Borrower shall be the continuing or surviving Person, and (ii) in the case of any such merger or consolidation with or into any Guarantor, such Guarantor (other than a merger or consolidation involving the Borrower) shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the relevant Guarantor in a manner reasonably satisfactory to the Administrative Agent; (b) Permitted Acquisitions shall be permitted; (c) Holdings or any Intermediate Parent may be merged (or consolidate) with and into Holdings or any Intermediate Parent; provided that Holdings shall be the continuing or surviving Person; (d) any Subsidiary that is a Non-Credit Party may merge or consolidate with another Person (whether or not such Issuer is other than any Credit Party) so long as (x) the surviving Person), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all entity is a Subsidiary of the properties Borrower, (y) such merger or consolidation shall constitute or be necessary to effectuate a Permitted Acquisition and assets the applicable conditions and requirements of Section 6.09 shall be satisfied and (determined on a consolidated basisz) immediately after giving effect thereto, no Event of Default would exist; (e) in connection with any acquisition or similar Investment permitted under Section 8.05, any Subsidiary of the Issuer and its Subsidiaries, taken as a whole, in one Borrower may merge into or more related transactions, consolidate with any other Person or permit any other Person to another Person, unless: merge into or consolidate with it; provided that (A) either: the Person surviving such merger shall be a Wholly Owned Subsidiary of the Borrower and (AB) in the case of any such Issuer merger to which any Credit Party (other than the Borrower) is a party, such Credit Party is the surviving Person; and (f) the following transactions shall be permitted: (i) the liquidation or dissolution of any Subsidiary if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower, is not disadvantageous to the Lenders and the Borrower or any Subsidiary receives any assets of any dissolved or liquidated Subsidiary; provided that in the case of any liquidation or dissolution of any Credit Party the assets of such Credit Party shall be distributed to another Subsidiary that is a Credit Party; (ii) any merger, dissolution, liquidation or consolidation, the purpose of which is to effect (A) any Disposition otherwise permitted under this Section 8.01 (other than clause (a), (b), or this clause (f)) or (B) any Investment permitted under Section 8.05; and (iii) the Person formed by conversion of Holdings, the Borrower or surviving any Subsidiary into another form of entity, so long as such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under conversion does not adversely affect the laws value of the United StatesGuaranty or Collateral, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such saleany; provided, assignmenthowever, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately that after giving effect to such transaction, no Default or Event of Default exists; and (D) if the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effect. (ii) This Section 8(a) will not apply to conversion (i) any statutory conversion of the Issuer to another form of entity or Domestic Subsidiary remains a Domestic Subsidiary and (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdictionCredit Party remains a Credit Party.

Merger, Consolidation. (i) The Issuer Company will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other corporation or legal entity or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) a Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, the Company, the Issuer or a Wholly-Owned Subsidiary or any other Subsidiary with the same percentage ownership by the Company, the Issuer and their Subsidiaries as such Subsidiary so long as in any merger or into another Person (whether or not such Issuer is consolidation involving the Company, the Company shall be the surviving Person)or continuing corporation, and in any merger or consolidation involving the Issuer and any other Subsidiary of the Company, the Issuer shall be the surviving or continuing corporation, or (y) convey, transfer or lease all of its assets (which may include a merger or consolidation) in compliance with the provisions of Section 10.5; and (2) sellthe foregoing restriction does not apply to the consolidation or merger of the Company or the Issuer with, assignor the conveyance, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the properties and assets (determined on a consolidated basis) of the Company or the Issuer and its Subsidiariesin a single transaction or series of transactions to, taken as a whole, in one or more related transactions, to another Person, unlessany Person so long as: (A) either: (A) such Issuer is the surviving Person; or (Ba) the Person successor formed by or surviving any such consolidation or the survivor of such merger (if other than such Issuer) or to which such sale, assignment, transfer, the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company or the Issuer as an entirety, as the case may be (the "Successor Corporation"), shall be a solvent corporation or other disposition has been made is an legal entity organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of Columbia; (Bb) if the Person formed by or surviving any such consolidation or merger (if other than such Issuer) Company or the Person to which Issuer, as the case may be, is not the Successor Corporation, such sale, assignment, transfer, conveyance, lease corporation or other disposition has been made assumes all legal entity shall have executed and delivered to each holder of Notes its assumption of the obligations due and punctual performance and observance of such Issuer each covenant and condition of this Agreement and the Notes (pursuant to this Note;such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Company or the Issuer, as the case may be, shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and (Cc) immediately after giving effect to such transactiontransaction (i) the Company or the Surviving Corporation, as the case may be, would have been in compliance with Section 10.3 as of the end of the immediately preceding fiscal quarter, and (ii) no Default or Event of Default exists; and (D) if the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effectwould exist. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. The Guarantor will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other corporation or other legal entity or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (a) a Subsidiary of the Guarantor may (i) The Issuer will not (1) consolidate with or merge with with, or into another convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, the Guarantor or a Wholly-Owned Subsidiary or any other Person (whether so long as in any merger or not such Issuer is consolidation involving the Guarantor, the Guarantor shall be the surviving or continuing corporation, and in any merger or consolidation involving such other Person), such Subsidiary (or a Wholly-Owned Subsidiary) shall be the surviving or continuing entity, or (2ii) sell, assign, transfer, convey, transfer or lease all of its assets in compliance with the provisions of Section 8.5; (b) the foregoing restriction does not apply to the consolidation or otherwise dispose merger of the Guarantor with, or the conveyance, transfer or lease of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its SubsidiariesGuarantor in a single transaction or series of transactions to, taken as a whole, in one or more related transactions, to another Person, unlessany Person so long as: (A) either: (A) such Issuer is i. the surviving Person; or (B) the Person successor formed by or surviving any such consolidation or the survivor of such merger (if other than such Issuer) or to which such sale, assignment, transfer, the Person that acquires by conveyance, transfer or lease all or other disposition has been made is substantially all of the assets of the Guarantor as an entity entirety, as the case may be (the “Successor Entity”), shall be a solvent corporation or limited liability company organized or and existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of Columbia; ii. if the Guarantor is not the Successor Entity, such Successor Entity shall have executed and delivered to each holder its assumption of the due and punctual performance and observance of each covenant and condition of this Guaranty Agreement (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note;such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Guarantor shall have caused to be delivered to each holder (i) an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (ii) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty Agreement continues in full force and effect; and (C) iii. immediately before and after giving effect to such transactiontransaction or each transaction in any series of transactions, no Default or Event of Default existswould exist; and (Dc) if the Person formed by or surviving any such foregoing restriction does not apply to the consolidation or merger is not such Issuer of the Company with, or in the case of a sale, assignment, transfer, conveyance, transfer or lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its SubsidiariesCompany in a single transaction or series of transactions to, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effect. (ii) This Section 8(a) will not apply to (i) any statutory conversion a Subsidiary of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to Guarantor in accordance with the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) terms of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation 10.1 of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdictionNote Agreement.

Merger, Consolidation. (i) The Issuer No Transaction Party will not (1) consolidate or merge with or into another Person (whether or not such Issuer is the surviving Person)become a party to any dissolution, or (2) sellliquidation, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect to such transaction, no Default or Event of Default exists; and (D) if the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and its assets (determined on 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 consolidated basis) series of transactions which may have a similar effect as any of the Issuer foregoing, in each case without the prior written consent of the Majority Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of Borrower (other than any Subsidiary that is a Pool Property Owner) with and its Subsidiariesinto Borrower (it being understood and agreed that in any such event Borrower will be the surviving Person), each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effect. (ii) This Section 8(athe merger or consolidation of two or more Subsidiaries of Borrower (other than any Subsidiary that is a Pool Property Owner), or (iii) will in connection with the release of all Pool Properties owned by such Pool Property Owner. Notwithstanding anything to the contrary in this §8.4 or in §8.8, the Borrower shall not, and shall not apply to permit any other Credit Party or any of their Subsidiaries to, consummate (i) any statutory conversion sale, merger, transfer, or any similar transaction with respect to any Real Estate or Equity Interests in any Person if the value or consideration of such transaction, together with the value or consideration of all other similar transactions consummated in the immediately preceding twelve months, would exceed fifteen percent (15%) of the Issuer Total Asset Value on such date, unless the Borrower shall have delivered to another form the Agent, at least five (5) Business Days prior to the expected consummation date for such transaction, written notice of entity such transaction (with reasonable detail) together with a Compliance Certificate evidencing that no Default or Event of Default would exist after giving effect to such transaction or result therefrom, or (ii) any saleproposed merger that would resulting in an increase of 25% or more in Total Asset Value or that involves the Borrower or REIT Guarantor and Borrower or REIT Guarantor will not be the surviving Person of such merger, assignment, transfer, conveyance, lease or other disposition of properties or assets unless the Borrower shall have delivered to the extent permitted by Section 8(bAgent, at least five (5) below. Clause 8(a)(i)(C) Business Days prior to the expected consummation date for such merger, written notice of Section 8(a)(i) hereof will not apply such transaction (with reasonable detail), and the Majority Lenders shall have consent to (i) any such merger or consolidation of in writing prior to the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdictionconsummation thereof.

Merger, Consolidation. (i) The Issuer Company will not, and will not (1) consolidate permit any Subsidiary to, be a party to any merger or merge with consolidation or into another Person (whether or not such Issuer is the surviving Person), or (2) sell, assign, transfer, convey, lease or otherwise dispose of transfer all or substantially all of its assets in a single transaction or series of transactions, provided that the properties and Company may merge or consolidate with, or sell all or substantially all of its assets (determined on a consolidated basis) to, another Person if all of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (A) eitherfollowing conditions are met: (Aa) such Issuer is the surviving Person; or (B) the Person formed by acquiring entity is a solvent corporation or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity limited liability company organized or and existing under the laws of the United States, any state of the United States or any State thereof (including the District of Columbia; ); (Bb) the Person formed by surviving or surviving any such consolidation acquiring corporation or merger limited liability company, if not the Company, shall have executed and delivered to each Purchaser and each holder of a Note its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes; and (if other than such Issuerc) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately before and immediately after giving effect to such transaction, the surviving or acquiring corporation or limited liability company would be in compliance with Section 10.3 (provided that, in the case of Section 10.3(a), all Indebtedness is determined as of such time and not as of the last day of the immediately preceding fiscal quarter) and no Default or Event of Default existsshall have occurred and be continuing; and provided, further, that any Subsidiary may merge or consolidate with or into the Company, any other Subsidiary or any other Person so long as (D1) if immediately before and immediately after giving effect to such transaction, the Person formed by or surviving any such consolidation or merger is not such Issuer or Company would be in compliance with Section 10.3 (provided that, in the case of Section 10.3(a), all Indebtedness is determined as of such time and not as of the last day of the immediately preceding fiscal quarter), (2) at the time of such transaction and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (3) in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation and (4) in any merger or consolidation involving any Subsidiary and any other Person (other than the Company or another Subsidiary), (i) such Subsidiary shall be the surviving or continuing entity or (ii) such other Person shall become a Subsidiary as of the effective time of the merger or consolidation. No such sale, assignment, transfer, conveyance, lease or other disposition transfer of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof Company shall have through an amendment to its guaranty issued the effect of releasing the Company or any successor corporation or limited liability company that shall have become such in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to manner prescribed in this Section 10.2 from its liability under this Agreement or the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effectNotes. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. (i) The Issuer will not (1) consolidate or merge with or into another Person (whether or not such Issuer is Subject to the surviving Personlimitations of Section 7.1(i), no Loan Party will, nor will it permit any of its Restricted Subsidiaries to, merge into or (2) consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, assign, transfer, convey, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the properties stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Subsidiary (other than the Borrower) may merge with the Servicer in a transaction in which the Servicer is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent; (ii) any other Person (other than the Borrower) may merge into the Servicer in a transaction in which the Servicer is the surviving corporation, or, concurrently with the consummation of such transaction, no Default the surviving entity becomes the Servicer; (iii) any non-Loan Party may merge into any other non-Loan Party; (iv) any Restricted Subsidiary may sell, transfer, lease or Event otherwise dispose of Default existsits assets to the Servicer or another Restricted Subsidiary; provided that if any such transferor is a Loan Party, such transferee shall be a Loan Party; (v) any Restricted Subsidiary may liquidate or dissolve if the Servicer determines in good faith that such liquidation or dissolution is in the best interests of the Servicer and is not materially disadvantageous to the Lenders; and (Dvi) if the Person formed by Servicer or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignmentRestricted Subsidiary may sell, transfer, conveyance, lease or other disposition otherwise dispose of all its assets (including for the avoidance of doubt any Excluded Receivable) in any manner expressly permitted by any Transaction Document or substantially all if permitted under Section 6.04 or Section 6.05 of the properties and assets (determined on Parent Credit Agreement; provided, that any such merger that would otherwise be permitted by this Section 7.2(i) involving a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant Person that is not a wholly-owned Restricted Subsidiary immediately prior to Section 14 hereof such merger shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to not be in effect. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted unless also permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation 6.04 of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdictionParent Credit Agreement.

Merger, Consolidation. Borrower will not, nor will Borrower permit REIT or any of their respective Subsidiaries to, (ia) The Issuer will not (1) consolidate or merge with or into another Person (whether or not such Issuer is the surviving Person)dissolve, or (2) sellliquidate, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and its assets or (determined on b) consummate a consolidated basis) 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 Issuer and its Subsidiariesforegoing (any of the foregoing transactions in this clause (b), taken as for purposes of this §8.4 (other than §8.4(xii)), a whole“merger”), in except for (i) the merger or consolidation of one or more related transactionsof the Subsidiaries of Borrower with and into Borrower (it being understood and agreed that in any such event Borrower will be the surviving Person), to another Person(ii) the merger or consolidation of two or more Subsidiaries of Borrower, unless: (iii) any dissolution of a Subsidiary (A) either: (A) such Issuer is the surviving Person; 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 formed by 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 any such consolidation 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 (if 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 Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity Person was organized or existing under the laws of the United StatesStates of America or one of its states; (w) if such Subsidiary is a Subsidiary Guarantor or an Unencumbered Property Subsidiary, any state 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 United States board of directors or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations similar body of such Issuer pursuant Person and is not a so called “hostile takeover”; and (z) following such merger, Borrower and its Subsidiaries will continue to this Note; be engaged solely in the businesses permitted by §7.14; and (Cvi) immediately after giving effect to Investments constituting asset or stock acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such transaction, no merger or consolidation shall be permitted in the event that a Default or Event of Default exists; and (D) if the Person formed by exists immediately before or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effectwould exist after giving effect thereto. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.

Merger, Consolidation. (ia) The Issuer Guarantor will not (1) consolidate become a party to any dissolution, liquidation or merge with or into another Person (whether or not such Issuer is the surviving Person), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets (determined on a consolidated basis) of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (A) either: (A) such Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Issuer pursuant to this Note; (C) immediately after giving effect to such transaction, no Default or Event of Default exists; and (D) if the Person formed by or surviving any such consolidation or merger is not such Issuer or in the case of a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and Guarantor's assets (determined on or business, a consolidated basis) 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 Issuer and its Subsidiariesforegoing, in each guarantor pursuant to Section 14 hereof shall have through an amendment to its guaranty issued in case without the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s obligations in respect of this Note and that its guaranty shall continue to be in effect. (ii) This Section 8(a) will not apply to (i) any statutory conversion prior written consent of the Issuer to another form of entity or (ii) any saleRequired Lenders, assignment, transfer, conveyance, lease or other disposition of properties or assets to except for the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of Guarantor where the Issuer Guarantor is the sole surviving entity provided however that any such merger or consolidation does not violate Guarantor's status as a Special Purpose Entity. (b) EPR will not become a party to any dissolution, liquidation or disposition of all or substantially all of EPR's assets or business, a 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 Required Lenders, except for (i) the merger or consolidation of EPR with or into one of its Subsidiaries for any purpose or Subsidiaries, provided that such Subsidiary is other than the Guarantor (ii) with the merger or into an Affiliate solely for consolidation of EPR where EPR is the purpose sole surviving entity provided however that any such merger or consolidation does not violate EPR's status as a REIT, (iii) any acquisitions or investments; or (iv) any merger where EPR is the surviving entity such that a majority of reincorporating the Issuer in another jurisdictionseats of the Board of Directors of the newly constituted entity are held by directors of EPR serving as such prior to the time of such merger, or EPR otherwise maintains a controlling interest therein, PROVIDED FURTHER that such exceptions do not otherwise create any Default or Event of Default hereunder.

Merger, Consolidation. (i) The Issuer will Each of the Guarantors agrees that, so long as this Guaranty Agreement shall remain in effect, it shall not (1) consolidate with or merge with into any other Person or into another Person (whether or not such Issuer is the surviving Person), or (2) sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the properties and its assets as an entirety (determined on whether by one transaction or a consolidated basis) series of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, ) to another any Person, unless: (A) either: (A) such Issuer is the surviving Person; or (Bi) the Person successor entity formed by or surviving any such consolidation or merger (if other than such Issuer) or to into which such sale, assignment, transfer, Guarantor is merged or the successor entity which acquires by conveyance, transfer or lease all or other disposition has been made is substantially all of its assets as an entirety shall be a solvent entity organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of Columbia, and the fair market value of the portion of such successor entity’s assets and properties that are located within the United States shall be not less than $150,000,000; (Bii) the Person formed by such successor entity (or surviving any such consolidation or merger (if other than such Issuer) or the Person entity to which all or substantially all of such saleGuarantor’s assets shall have been conveyed, assignmenttransferred or leased) shall expressly assume in writing by instrument or instruments reasonably satisfactory to the Majority Holder(s), transferin scope, conveyanceform and legal effect, lease or other disposition has been made assumes the due and punctual payment, performance and observance of all the obligations of such Issuer pursuant to Guarantor under this NoteGuaranty Agreement, with the same effect as if such entity had originally been named Guarantor herein or had been a party hereto; (Ciii) prior to and immediately after giving effect to such transaction, no Default or Event of Default exists(as such terms are defined in the Shelf Agreement) shall exist; (iv) such Guarantor shall have delivered to each of the holders of the Notes an officer’s certificate stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement required by clause (ii) above comply with the provisions of this Section 10(b) and that such officer has confirmed such compliance with legal counsel not unsatisfactory to the Majority Holder(s); and (Dv) if immediately after giving effect to such transaction, the Person tangible net worth (calculated in accordance with GAAP) of the successor entity formed by or surviving any such consolidation or merger into which such Guarantor is not such Issuer merged or in the case of a sale, assignment, transfer, successor entity which acquires by conveyance, transfer or lease all or other disposition substantially all of such Guarantor’s assets, shall not be less than that of such Guarantor immediately prior to such transaction. Upon any consolidation or merger, or any conveyance, transfer or lease of all or substantially all of the properties assets of such Guarantor as an entirety in accordance with this Section 10(b), the successor entity formed by such consolidation or into which such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and assets (determined on be substituted for, such Guarantor under this Guaranty Agreement, with the same effect as if such successor entity had been named as a consolidated basis) Guarantor herein. Such conveyance, transfer or lease of all or substantially all of the Issuer and its Subsidiaries, each guarantor pursuant to Section 14 hereof assets of such Guarantor as an entirety shall have through an amendment to its guaranty issued the effect of releasing such Guarantor (or any successor entity which shall theretofore have become such in the form attached hereto as Exhibit A, confirmed that such guaranty shall apply to the successor Person’s manner prescribed in this Section 10(b)) from its obligations in respect of this Note and that its guaranty shall continue to be in effecthereunder. (ii) This Section 8(a) will not apply to (i) any statutory conversion of the Issuer to another form of entity or (ii) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets to the extent permitted by Section 8(b) below. Clause 8(a)(i)(C) of Section 8(a)(i) hereof will not apply to (i) any merger or consolidation of the Issuer with or into one of its Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction.