Common use of Mergers and Consolidations Clause in Contracts

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into Borrower or any Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) a. acquisitions in compliance with Section 6.076.04; (d) b. any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, ; c. any Restricted Subsidiary that the transaction would is not result in the loss, suspension a Loan Party may merge or material impairment of consolidate with or into any Gaming License unless other Restricted Subsidiary that is not a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionLoan Party; and d. any Restricted Subsidiary (eother than Borrower) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, automatically and without further action by any person, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower necessary in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into consummate any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with and other dispositions of assets permitted by Section 6.06; (c) acquisitions in compliance with and other Investments permitted by Section 6.076.04; (d) any Company may merge or consolidate with or into a Borrower or any Guarantor (as long as the Borrower is the surviving person in the case of any merger or consolidation involving the Borrower and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of the Borrower in any other case); provided provided, that the Lien on and security interest in such property constituting Collateral granted or to be granted in favor of the Collateral Administrative Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time; provided provided, that such dissolution, liquidation or winding up, as applicable, could is not reasonably be expected to have a Material Adverse Effect; provided that, notwithstanding anything to the contrary herein, transactions permitted pursuant to any of the foregoing clauses shall not be included in the calculation of total amount of transactions consummated pursuant to any other of the foregoing clauses. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale conveyance, sale, assignment, transfer or other disposition of any Collateral, or any Collateral is sold conveyed, sold, assigned, transferred or disposed of as permitted by this Section 6.056.05 or any other express term and condition of any Loan Document, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the January 2004 Transactions as contemplated by the Transaction Documents, including, without limitation, the Merger, which occurred in January 2004; (b) Asset Assets Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) subject to compliance with the provisions of this Agreement, any Company (other than Holdings) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in the case of any such merger or consolidation involving Borrower and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseHoldings); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and (f) the Holdings Intercompany Merger, which occurred in May 2004. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have Documents (provided that the Agents Liens of the Second Lien Secured Parties on such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, Collateral are concurrently released on the same terms) and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (di) any Company may merge or consolidate with or into any Borrower or any Subsidiary Guarantor (as long as such Borrower is the surviving person in the case of any merger or consolidation involving such Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); (ii) any Non-Subsidiary Guarantor may merge or consolidate with any other Non-Subsidiary Guarantor; and (iii) any Subsidiary of Holdings organized under the laws of the United States or any political subdivision thereof may merge with Holdings (so long as Holdings is the surviving person) or any other such Subsidiary organized under such laws (so long as the surviving person is a Subsidiary Guarantor); provided that in the case of each of clauses (i), (ii) and (iii), the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documentsdispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e)); (b) Asset Sales in compliance with Section 6.06Permitted Acquisitions; (c) acquisitions in compliance with Section 6.07; any solvent Company (dother than Borrower) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Subsidiary Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales dispositions of property in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; any solvent Company (dother than Borrower) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Subsidiary Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.12 or Section 5.125.13, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany or any Affiliate thereof) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided and the Agents such certifications or documents as any Collateral Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.066.06 (other than by reference to this Section 6.05 (or any clause hereof)); (b) Investments in compliance with Section 6.04 (other than by reference to this Section 6.05 (or any clause hereof)); (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person Person in the case of any merger or consolidation involving Borrower and a Subsidiary which is or becomes a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Person in any other case); provided that provided, that, the Lien on and security interest in such any property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension ; (d) any Foreign Subsidiary may merge or material impairment of consolidate with or into any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionother Foreign Subsidiary; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that provided, that, (i) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale or other transfer of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.056.05 (other than, in either case, a sale or transfer to Borrower or any Subsidiary Guarantor), such Collateral (unless sold to a Loan Party) shall be sold sold, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or as are reasonably requested by Borrower in order to evidence or effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions Investments in compliance with Section 6.076.04; (dc) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary which is or becomes a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such any property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension ; (d) any Foreign Subsidiary may merge or material impairment of consolidate with or into any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionother Foreign Subsidiary; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale or other transfer of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.056.05 (other than, in either case, a sale or transfer to Borrower or any Subsidiary Guarantor), such Collateral (unless sold to a Loan Party) shall be sold sold, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or as are reasonably requested by Borrower in order to evidence or effect the foregoing.

Mergers and Consolidations. Wind Without the consent of Lender, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales dispositions of property in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; any solvent Company (dother than Borrower) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Subsidiary Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent Lender under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.09(a) or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse EffectLender in any material respect. To the extent the Required Lenders or all the Lenders, as applicable, waive Lender waives the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany or any Affiliate thereof) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents and Lender shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and (i) the Original Transactions as contemplated by the Original Transaction Documents and (ii) the netASPx Transactions as contemplated by the netASPx Transaction Documents. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions Investments in compliance with Section 6.076.04; (d) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary which is or becomes a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such any property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension ; (e) any Foreign Subsidiary may merge or material impairment of consolidate with or into any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionother Foreign Subsidiary; and (ef) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale or other transfer of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.056.05 (other than, in either case, a sale or transfer to Borrower or any Subsidiary Guarantor), such Collateral (unless sold to a Loan Party) shall be sold sold, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or as are reasonably requested by Borrower in order to evidence or effect the foregoing.

Mergers and Consolidations. Wind None of Holdings, the Parent Borrower or any other Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documentsacquisitions in compliance with Section 9.22 and asset sales in compliance with Section 9.16; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) Holdings, the Parent Borrower or any Company other Restricted Subsidiary may merge or consolidate with or into a Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person as, in the case of any merger or consolidation involving a Borrower, such Borrower and is the surviving person and, in any other case, a Subsidiary Guarantor is the surviving person and remains a Wholly Wholly-Owned Restricted Subsidiary of Borrower in any other caseHoldings ); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents Instruments shall be maintained or created in accordance with the provisions of Section 5.11 8.05 or Section 5.128.09, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ec) any Restricted Subsidiary (other than a Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) any Restricted Subsidiary (other than a Borrower) may merge with any other Person in order to effect an Investment permitted pursuant to Section 9.03; provided that the continuing or surviving Person shall be a Restricted Subsidiary and shall have complied with the requirements of Section 8.09; and (e) any Restricted Subsidiary (other than a Borrower) may consummate any winding-up, liquidation, dissolution, merger or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 9.16. To the extent the Required Majority Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 9.08 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.059.08, such Collateral (unless sold to Holdings, a Loan PartyBorrower or any Domestic Material Restricted Subsidiary) shall be sold free and clear of the Liens created by the Security DocumentsInstruments, and, so long as the Parent Borrower shall have provided the Agents Administrative Agent and/or the Collateral Agent such certifications or documents as any such Agent shall reasonably request in order to demonstrate compliance with this Section 6.059.08, the such Agents shall take all actions they deem appropriate necessary or reasonably requested by Borrower the Companies in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.076.04; (di) any Subsidiary that is a Non-Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a Non-Loan Party and (ii) any Company may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger merger, amalgamation or consolidation involving Borrower Borrower, and a Subsidiary Guarantor is the surviving person in the case of any merger, amalgamation or consolidation involving a Subsidiary Guarantor and remains a Wholly Owned Restricted Subsidiary of Borrower in any other casethat is not a Loan Party); provided provided, that in the case of this clause (ii), the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) subject to compliance with the provisions of Section 5.12, any Subsidiary may change its form, dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents and (x) prior to the Refinancing, the Existing Notes Security Documents and (y) from and after the Refinancing, the Term Loan Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into any Borrower or any Subsidiary Guarantor (as long as such Borrower is the surviving person in the case of any merger merger, amalgamation or consolidation involving such Borrower and a such Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the applicable Collateral Agent Agents under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold sold, subject to the terms of the Intercreditor Agreement, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (di) any Company may merge or consolidate with or into any Borrower or any Subsidiary Guarantor (as long as such Borrower is the surviving person in the case of any merger or consolidation involving such Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case), (ii) any Non-Subsidiary Guarantor may merge or consolidate with any other Non-Subsidiary Guarantor and (iii) any Subsidiary of Holdings organized under the laws of the United States or any political subdivision thereof may merge with Holdings (so long as Holdings is the surviving person) or any other such Subsidiary organized under such laws (so long as the surviving person is a Subsidiary Guarantor); provided that in the case of each of clauses (i), (ii) and (iii), the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs affairs, or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documentsdispositions of assets in compliance with Section 8.06 (other than Sections 8.06(d), (e) and (f)); (b) Asset Sales in compliance with Section 6.06Permitted Acquisitions; (c) acquisitions in compliance with Section 6.07; any solvent Subsidiary of Holdings (dother than the Borrower) any Company may merge or consolidate with or into the Borrower or any a Subsidiary Guarantor (as so long as (i) in the event the Borrower is a party to such merger or consolidation, the Borrower shall be the surviving person person, and (ii) in the case of any merger or consolidation involving Borrower and other case, a Subsidiary Guarantor is shall be the surviving person and remains shall remain, directly or indirectly, a Wholly Wholly-Owned Restricted Subsidiary of Borrower in any other casethe Borrower); provided provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, 7.10; (d) any Subsidiary of Holdings that the transaction would is not result in the loss, suspension or material impairment a Credit Party may merge into any other Subsidiary of any Gaming License unless Holdings that is not a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; andCredit Party; (e) any Subsidiary of Holdings that is not a Credit Party may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up would not reasonably be expected to be disadvantageous to the Agents and the Lenders in any material respect; and (f) any Redomiciliation shall be permitted; provided that (i) the Borrower shall have delivered to the Administrative Agent a Material Adverse Effectnotice (the “Redomiciliation Notice”) no less than thirty (30) days (or such shorter period as the Administrative Agent may reasonably agree) prior to the consummation of the proposed Redomiciliation, (ii) no Default or Event of Default shall have occurred or be continuing both immediately before and after giving effect to such Redomiciliation, (iii) the Borrower shall have delivered to the Collateral Agent, a supplement to Annex A, Annex B, Annex C, Annex D and/or Annex E to the Pledge Agreement, as applicable, and Schedule I to the General Assignment Agreement which shall correct all information contained therein after giving effect to such Redomiciliation, (iv) the Credit Parties shall have taken all action reasonably requested by the Collateral Agent to maintain the security interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect (to at least the same extent as in effect immediately prior to such Redomiciliation) and shall be in compliance with the Collateral and Guaranty Requirements, (v) the Borrower shall have delivered to the Administrative Agent, customary legal opinions, reasonably satisfactory in form, scope and substance to the Administrative Agent, of one or more counsel reasonably satisfactory to the Administrative Agent, addressing such matters in connection with the Redomiciliation as the Administrative Agent or any Lender may reasonably request, (vi) the Administrative Agent is satisfied that the rights and remedies of the Lenders under the Credit Documents are not impaired in any material respect (including the ability to enforce such rights and remedies thereunder and the value of any claims under the Subsidiaries Guaranty), and (vii) the Borrower shall have delivery to any Lender such documentation or information as may be requested by such Lender in accordance with Section 11.20 in connection with such Redomiciliation. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.12(b) waive the provisions of this Section 6.05 8.05 with respect to the sale of any CollateralCollateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.058.05, such Collateral (unless sold to a Loan another Credit Party) ), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.058.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documentsdispositions of assets in compliance with Section 6.06 (other than Section 6.06(e) and Section 6.06(f)); (b) Asset Sales in compliance with Section 6.06; any solvent Company (cother than Borrower) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Subsidiary Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Collateral Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ec) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect; and (d) any Company may merge or consolidate with any other Company. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Pledged Collateral, or any Pledged Collateral is sold as permitted by this Section 6.05, such Pledged Collateral (unless sold to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Collateral Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent, the Administrative Agent and/or the Required Lenders shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.066.06 (other than by reference to this Section 6.05 (or any clause hereof)); (b) Investments in compliance with Section 6.04 (other than by reference to this Section 6.05 (or any clause hereof)); (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary which is or becomes a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that provided, that, the Lien on and security interest in such any property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension ; (d) any Foreign Subsidiary may merge or material impairment of consolidate with or into any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionother Foreign Subsidiary; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that provided, that, (i) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect, and (ii) in the case of a dissolution, liquidation or winding up of an Excluded Subsidiary, the residual assets of such Excluded Subsidiary shall be transferred to a Loan Party in connection with any such dissolution, liquidation or winding up. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale or other transfer of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.056.05 (other than, in either case, a sale or transfer to Borrower or any Subsidiary Guarantor), such Collateral (unless sold to a Loan Party) shall be sold sold, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or as are reasonably requested by Borrower in order to evidence or effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.076.04; (dc) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, ; (d) any Restricted Subsidiary that the transaction would is not result in the loss, suspension a Loan Party may merge or material impairment of consolidate with or into any Gaming License unless other Restricted Subsidiary that is not a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; andLoan Party; (e) any Restricted Subsidiary (other than Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; (f) the transactions set forth on Schedule 6.05(f). To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, automatically and without further action by any Person, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower necessary in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.076.04; (di) any Subsidiary that is a Non-Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a Non-Loan Party and (ii) any Company may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger merger, amalgamation or consolidation involving Borrower Borrower, and a Subsidiary Guarantor is the surviving person in the case of any merger, amalgamation or consolidation involving a Subsidiary Guarantor and remains a Wholly Owned Restricted Subsidiary of Borrower in any other casethat is not a Loan Party); provided provided, that in the case of this clause (ii), the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) subject to compliance with the provisions of Section 5.12, any Subsidiary may change its form, dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents and the ABL Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.. 38669945_32

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, ; (d) any Subsidiary that is not a Subsidiary Guarantor may merge or consolidate with or into any other Subsidiary that is not a Subsidiary Guarantor (as long as the transaction would not result in the loss, suspension or material impairment surviving person is a Wholly Owned Subsidiary of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionBorrower); and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, Documents and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind None of Holdings, the Parent Borrower or any other Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documentsacquisitions in compliance with Section 9.22 and asset sales in compliance with Section 9.16; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) Holdings, the Parent Borrower or any Company other Restricted Subsidiary may merge or consolidate with or into a Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person as, in the case of any merger or consolidation involving a Borrower, such Borrower and is the surviving person and, in any other case, a Subsidiary Guarantor is the surviving person and remains a Wholly Wholly-Owned Restricted Subsidiary of Borrower in any other caseHoldings ); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents Instruments shall be maintained or created in accordance with the provisions of Section 5.11 8.05 or Section 5.128.09, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ec) any Restricted Subsidiary (other than a Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. ; (d) any Restricted Subsidiary (other than a Borrower) may merge with any other Person in order to effect an Investment permitted pursuant to Section 9.03; provided that the continuing or surviving Person shall be a Restricted Subsidiary and shall have complied with the requirements of Section 8.09; and (e) any Restricted Subsidiary (other than a Borrower) may consummate any winding-up, liquidation, dissolution, merger or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 9.16.. To the extent the Required Majority Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 9.08 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.059.08, such Collateral (unless sold to Holdings, a Loan PartyBorrower or any Domestic Material Restricted Subsidiary) shall be sold free and clear of the Liens created by the Security DocumentsInstruments, and, so long as the Parent Borrower shall have provided the Agents Administrative Agent and/or the Collateral Agent such certifications or documents as any such Agent shall reasonably request in order to demonstrate compliance with this Section 6.059.08, the such Agents shall take all actions they deem appropriate necessary or reasonably requested by Borrower the Companies in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary (other than Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents and the First Lien Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, consolidation or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)amalgamation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction DocumentsDispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e)); (b) Asset Sales in compliance with Section 6.06Permitted Acquisitions; (c) acquisitions in compliance with Section 6.07; any solvent Company (dother than Borrower) any Company may merge merge, consolidate or consolidate amalgamate with or into Borrower or any Guarantor (as long as Borrower or a Guarantor is the surviving person Person in such merger, consolidation or amalgamation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property Property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided; (d) any Restricted Subsidiary of Borrower that is not a Guarantor may merge, further, consolidate or amalgamate with or into any other Restricted Subsidiary of Borrower that the transaction would is not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionGuarantor; and (e) any Immaterial Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided time if Borrower determines in good faith that such dissolution, liquidation or winding up, as applicable, could up is in the best interests of Borrower and its Restricted Subsidiaries and is not reasonably be expected disadvantageous to have a Material Adverse Effect. To any Agent or Lender in any material xxxxxxx.Xx the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.05, such Collateral (unless sold or otherwise disposed of to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents[Intentionally Omitted]; (b) Asset Assets Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) subject to compliance with the provisions of this Agreement, any Company (other than Holdings) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in the case of any such merger or consolidation involving Borrower and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseHoldings); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security DocumentsDocuments (provided that the Liens of the First Lien Secured Parties on such Collateral are concurrently released on the same terms), and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by by, and in compliance with, the Transaction Documents; (b) Asset Sales dispositions of assets in compliance with Section 6.066.06 (other than Section 6.06(e) and Section 6.06(f)); (c) acquisitions Permitted Acquisitions (including any merger, consolidation or amalgamation in compliance with Section 6.07order to effect a Permitted Acquisition); (d) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Subsidiary Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension ; (e) any Subsidiary of Xxxxxx may merge or material impairment consolidate with or into Xxxxxx or any of its Subsidiaries; (f) any Gaming License unless Subsidiary of Bridgehouse Marine may merge or consolidate with or into Bridgehouse Marine or any of its Subsidiaries (g) any Subsidiary of a comparable replacement Gaming License is effective prior to Target may merge or simultaneously consolidate with the loss, suspension or material impairment into such Target or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionits Subsidiaries; and (eh) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind No Company will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.079.22; (db) any Company may merge or consolidate with or into the Borrower or any Subsidiary Guarantor (as long as the Borrower is the surviving person in the case of any merger or consolidation involving the Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Wholly-Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents Instruments shall be maintained or created in accordance with the provisions of Section 5.11 8.05 or Section 5.128.09, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ec) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) any Subsidiary (other than NPC Management) may merge with any other Person in order to effect an Investment permitted pursuant to Section 9.03; provided that the continuing or surviving Person shall be a Subsidiary and shall have complied with the requirements of Section 8.09; (e) any Company (other than the Borrower or NPC Management) may consummate any winding-up, liquidation, dissolution, merger or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 9.16; (f) the Companies may consummate the Transactions. To the extent the Required Majority Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 9.08 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.059.08, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security DocumentsInstruments, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.059.08, the Agents shall take all actions they deem appropriate necessary or reasonably requested by Borrower the Companies in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.076.04; (di) any Subsidiary that is a Non-Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a Non-Loan Party and (ii) any Company may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger merger, amalgamation or consolidation involving Borrower Borrower, and a Subsidiary Guarantor is the surviving person in the case of any merger, amalgamation or consolidation involving a Subsidiary Guarantor and remains a Wholly Owned Restricted Subsidiary of Borrower in any other casethat is not a Loan Party); provided provided, that in the case of this clause (ii), the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) subject to compliance with the provisions of Section 5.12, any Subsidiary may change its form, dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents and the ABL Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into Borrower or any Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem reasonably appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents[reserved]; (b) Asset Sales dispositions of assets in compliance with Section 6.066.06 (other than Sections 6.06(e), (f) and (g)); (c) acquisitions in compliance with Section 6.07Permitted Acquisitions; (d) any Company solvent Restricted Party (other than the Administrative Borrower or the Co-Borrower) may merge or consolidate with or into the Administrative Borrower or any a Subsidiary Guarantor (as so long as (i) in the event the Administrative Borrower is a party to such merger or consolidation, the Administrative Borrower shall be the surviving person person, and (ii) in the case of any merger or consolidation involving Borrower and other case, a Subsidiary Guarantor is shall be the surviving person and remains shall remain, directly or indirectly, a Wholly Owned Restricted Subsidiary of Borrower in any other casethe Administrative Borrower); provided provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (e) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party may merge into any other Restricted Subsidiary of the Administrative Borrower that is not a Loan Party; (f) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up would not reasonably be expected to have be disadvantageous to the Agents and the Lenders in any material respect; and (g) SPV Acquisitions structured as a Material Adverse Effectmerger transaction. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any CollateralCollateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a another Loan Party) ), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Administrative Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents[Intentionally Omitted]; (b) Asset Sales dispositions of property in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; any solvent Company (dother than Borrower) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in the case of any such merger or consolidation involving Borrower and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseconsolidation); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section Sections 5.11 or Section and 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect; and (e) [Intentionally Omitted]. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany or any Affiliate thereof) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) any Company may merge or consolidate with or into Borrower any other Company; provided that (i) if Parent is a party thereto, Parent shall be the survivor of such merger or consolidation, (ii) if BE LLC is a party to any Guarantor (as long as Borrower is the surviving person in the case of any such merger or consolidation involving Borrower (other than a merger or consolidation referred to in clause (i) above), BE LLC shall be the survivor of such merger or consolidation and a (iii) if any Guarantor is a party to any such merger or consolidation (other than a merger or consolidation referred to in clause (i) or (ii) above), the surviving person and remains a Wholly Owned Restricted Subsidiary survivor of Borrower in any other case); provided that the Lien on and security interest in such property granted merger or to be granted in favor of the Collateral Agent under the Security Documents consolidation shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionGuarantor; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could would not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.05Section, such Collateral (unless sold or otherwise transferred to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower Borrowers shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05Section, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower any Company in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in the case of any such merger or consolidation involving Borrower and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in LHP Holdings) and any Foreign Subsidiary may merge or consolidate with any other case)Foreign Subsidiary; provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Loan Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into the Borrower or any Subsidiary Guarantor (as long as the Borrower is the surviving person in the case of any merger or consolidation involving the Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of the Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Administrative Agent under the Security Collateral Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would ; (e) any Subsidiary which is not result in the loss, suspension or material impairment of a Subsidiary Guarantor may merge with any Gaming License unless other Subsidiary which is not a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionSubsidiary Guarantor; and (ef) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Collateral Documents, and, so long as the Borrower shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Administrative Agent shall take all actions they deem it deems appropriate or and all actions reasonably requested required by Borrower the Borrower, and solely at the Borrower’s expense, in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction DocumentsDocuments and the Restructuring; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would ; (e) any Subsidiary which is not result in the loss, suspension or material impairment of a Subsidiary Guarantor may merge with any Gaming License unless other Subsidiary which is not a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionSubsidiary Guarantor; and (ef) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or and all actions reasonably requested required by Borrower Borrower, and solely at Borrower's expense, in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and (e) the Transactions as contemplated by the Transaction Documents, including, without limitation, the Acquisition, the filing of the Merger Certificate and the Merger. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs affairs, consummate a Division or enter into consummate any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents[Reserved]; (b) Asset Sales Sales, Divisions, and other dispositions of assets in compliance with Section 6.06; (c) acquisitions and other Investments in compliance with Section 6.076.04; (d) any Company may merge or consolidate with or into a Borrower or any Subsidiary Guarantor (as long as a Borrower is the surviving person in the case of any merger or consolidation involving a Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property constituting Collateral granted or to be granted in favor of the Collateral Administrative Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (e) any Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could is not reasonably be expected to have a Material Adverse Effect; and (f) any Subsidiary Guarantor may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable dividing person are held by one or more Subsidiary Guarantors at such time (or an Excluded Subsidiary to the extent otherwise in accordance with the terms and conditions of this Agreement and the other Loan Documents). Any reference in this Section 6.05 to a combination, merger, disposition, dissolution, liquidation or transfer shall be deemed to apply to a Division (or the unwinding of a Division) as if it were a combination, merger, consolidation, disposition, dissolution, transfer or similar term, as applicable, to or with a separate Person). To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale conveyance, sale, assignment, transfer or other disposition of any Collateral, or any Collateral is sold conveyed, sold, assigned, transferred or disposed of as permitted by this Section 6.056.05 or any other express term and condition of any Loan Document, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company or any other Person may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, ; (e) any Company that the transaction would is not result a Subsidiary Guarantor may merge or consolidate with or into any other Company that is not a Subsidiary Guarantor; (f) Investments in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously compliance with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionSection 6.04(k); and (eg) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, Documents and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs affairs, or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documentsdispositions of assets in compliance with Section 6.06 (other than Sections 6.06(d), (e) and (f)); (b) Asset Sales in compliance with Section 6.06Permitted Acquisitions; (c) acquisitions in compliance with Section 6.07; any solvent Subsidiary of Holdings (dother than the Borrower) any Company may merge or consolidate with or into the Borrower or any a Subsidiary Guarantor (as so long as (i) in the event the Borrower is a party to such merger or consolidation, the Borrower shall be the surviving person person, and (ii) in the case of any merger or consolidation involving Borrower and other case, a Subsidiary Guarantor is shall be the surviving person and remains shall remain, directly or indirectly, a Wholly Owned Restricted Subsidiary of Borrower in any other casethe Borrower); provided provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, ; (d) any Subsidiary of Holdings that the transaction would is not result in the loss, suspension or material impairment a Loan Party may merge into any other Subsidiary of any Gaming License unless Holdings that is not a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionLoan Party; and (e) any Subsidiary of Holdings that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up would not reasonably be expected to have a Material Adverse Effectbe disadvantageous to the Agents and the Lenders in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any CollateralCollateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a another Loan Party) ), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions any acquisition made in compliance with Section 6.07, so long as, if a Borrower is one of the constituent persons to such acquisition, such Borrower is the surviving person; (d) any Company (other than Holdings) may merge or consolidate with or into a Borrower or any Subsidiary Guarantor (as long as a Borrower is the surviving person in the case of any merger or consolidation involving a Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (e) any Subsidiary (other than a Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and (f) a Company that is not a Loan Party may merge with and into or consolidate with another Company that is not a Loan Party. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.067.6; (cb) acquisitions in compliance with Section 6.077.7; (dc) any Company may merge merge, amalgamate or consolidate with or into any Borrower or any Subsidiary Guarantor (as long as such Borrower or such Subsidiary Guarantor is the surviving or continuing person in the case of any merger merger, amalgamation or consolidation involving such Borrower and a such Subsidiary Guarantor is the surviving or continuing person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case)) and any Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary; provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 6.9 or Section 5.126.10, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that (i) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. Effect and (ii) if such Subsidiary is a Subsidiary Guarantor, then the property and assets of any such Subsidiary, if any, are transferred to a Borrower or another Subsidiary Guarantor. (e) To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 7.5 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.057.5, such Collateral (unless sold to a Loan PartyCompany) shall be sold sold, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any and Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem its deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, consolidation or consolidation amalgamation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by by, and in compliance with, the Transaction Documents; (b) Asset Sales Dispositions of assets in compliance with Section 6.066.06 (other than Section 6.06(e) and Section 6.06(f)); (c) acquisitions in compliance with Section 6.07Permitted Acquisitions; (d) any solvent Company (other than Borrower) may merge merge, consolidate or consolidate amalgamate with or into Borrower or any Guarantor (as long as Borrower or a Guarantor is the surviving person Person in such merger, consolidation or amalgamation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property Property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (e) any Wholly Owned Subsidiary of Borrower that is not a Guarantor may merge, consolidate or amalgamate with or into any other Wholly Owned Subsidiary of Borrower that is not a Guarantor; and (f) any Immaterial Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, consolidation or consolidation (or agree amalgamation with respect to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)Subsidiaries, except that the following shall be permittedthat: (a) the Transactions as contemplated by the Transaction Documents; any solvent Company (bother than Borrower) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge merge, consolidate or consolidate amalgamate with or into Borrower or any Guarantor (as long as Borrower or a Guarantor is the surviving person Person in such merger, consolidation or amalgamation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property Property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (eb) any Subsidiary of Borrower that is not a Guarantor may dissolvemerge, liquidate consolidate or wind up its affairs at amalgamate with or into any time; provided other Subsidiary of Borrower that such dissolution, liquidation or winding up, as applicable, could is not reasonably be expected to have a Material Adverse EffectGuarantor. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.05, such Collateral (unless sold or otherwise disposed of to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, ; (d) any Subsidiary that the transaction would is not result in the loss, suspension a Subsidiary Guarantor may merge or material impairment of consolidate with or into any Gaming License unless other Subsidiary that is not a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionSubsidiary Guarantor; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree enter into a definitive written agreement to do any of the foregoing merge or consolidate at any a future time unless without any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundermaterial conditions to closing), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company Subsidiary Guarantor may merge or consolidate with or into Borrower or any other Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by by, and in compliance with, the respective Transaction Documents; (b) Asset Sales dispositions of assets in compliance with Section 6.066.06 (other than Sections 6.06(e), (f) and (g)); (c) acquisitions in compliance with Section 6.07Permitted Acquisitions; (d) any Company solvent Restricted Party (other than the Borrower) may merge or consolidate with or into the Borrower or any Subsidiary Guarantor (as so long as (i) in the event the Borrower is a party to such merger or consolidation, the Borrower shall be the surviving person person, and (ii) in the case of any merger or consolidation involving Borrower and other case, a Subsidiary Guarantor is shall be the surviving person and remains shall remain, directly or indirectly, a Wholly Owned Domestic Restricted Subsidiary of Borrower in any other casethe Borrower); provided provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (e) any Restricted Subsidiary of the Borrower that is not a Loan Party may merge into any other Restricted Subsidiary of the Borrower that is not a Loan Party; and (f) any Restricted Subsidiary of the Borrower that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up would not reasonably be expected to have a Material Adverse Effectbe disadvantageous to the Agents and the Lenders in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any CollateralCollateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a another Loan Party) ), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, consolidation or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)amalgamation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction DocumentsDispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e)); (b) Asset Sales in compliance with Section 6.06Permitted Acquisitions; (c) acquisitions in compliance with Section 6.07; any solvent Company (dother than Borrower) any Company may merge merge, consolidate or consolidate amalgamate with or into Borrower or any Guarantor (as long as Borrower or a Guarantor is the surviving person Person in such merger, consolidation or amalgamation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property Property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided; (d) any Restricted Subsidiary of Borrower that is not a Guarantor may merge, further, consolidate or amalgamate with or into any other Restricted Subsidiary of Borrower that the transaction would is not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionGuarantor; and (e) any Immaterial Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided time if Borrower determines in good faith that such dissolution, liquidation or winding up, as applicable, could up is in the best interests of Borrower and its Restricted Subsidiaries and is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.05, such Collateral (unless sold or otherwise disposed of to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by by, and in compliance with, the Transaction Documents; (b) Asset Sales dispositions of assets in compliance with Section 6.066.06 (other than Section 6.06(e) and Section 6.06(f)); (c) acquisitions Permitted Acquisitions (including any merger, consolidation or amalgamation in compliance with Section 6.07order to effect a Permitted Acquisition); (d) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Subsidiary Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension ; (e) any subsidiary of Xxxxxx may merge or material impairment consolidate with or into Xxxxxx or any of its Subsidiaries; (f) any Gaming License unless subsidiary of a comparable replacement Gaming License is effective prior to Target may merge or simultaneously consolidate with the loss, suspension or material impairment into such Target or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionits Subsidiaries; and (eg) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (db) any Company (other than Canadian Loan Parties) may merge or consolidate with or into any US Borrower or any US Subsidiary Guarantor (as long as such US Borrower is the surviving person in the case of any merger merger, amalgamation or consolidation involving such Borrower and a such US Subsidiary Guarantor is the surviving person Person and remains a Wholly Owned Restricted Subsidiary of Holdings in any other case) and any Company (other than US Loan Parties) may merge or consolidate with or into the Canadian Borrower or any Canadian Guarantor (as long as such Canadian Borrower is the surviving Person in the case of any merger, amalgamation or consolidation involving such Borrower and such Canadian Guarantor is the surviving Person and remains a Wholly Owned Subsidiary of Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the applicable Collateral Agent Agents under the Security Documents and the Order shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ec) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effectacquisitions in compliance with Section 6.07. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold sold, subject to the terms of the Intercreditor Agreement, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind None of Holdings, the Parent Borrower or any other Re- stricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation consolida- tion (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documentsacquisitions in compliance with Section 9.22 and asset sales in compliance with Section 9.16; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) Holdings, the Parent Borrower or any Company other Restricted Subsidiary may merge or consolidate xxxxxxx- date with or into a Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person as, in the case of any merger or consolidation xxxxxxx- dation involving a Borrower, such Borrower and is the surviving person and, in any other case, a Subsidiary Guarantor is the surviving person and remains a Wholly Wholly-Owned Restricted Subsidiary of Borrower in any other caseHoldings ); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under un- der the Security Documents Instruments shall be maintained or created in accordance with the provisions of Section 5.11 Sec- tion 8.05 or Section 5.128.09, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ec) any Restricted Subsidiary (other than a Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not would not, in- dividually or in the aggregate, reasonably be expected to have a Material Adverse Effect. ; (d) any Restricted Subsidiary (other than a Borrower) may merge with any other Person in order to effect an Investment permitted pursuant to Section 9.03; provided that the continuing or surviving Person shall be a Restricted Subsidiary and shall have complied with the requirements of Section 8.09; and (e) any Restricted Subsidiary (other than a Borrower) may consummate any winding-up, liq- uidation, dissolution, merger or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 9.16.. To the extent the Required Majority Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 Sec- tion 9.08 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.059.08, such Collateral (unless sold to Holdings, a Loan PartyBorrower or any Domestic Material Restricted Subsidiary) shall be sold free and clear of the Liens created by the Security DocumentsInstruments, and, so long as the Parent Borrower shall have provided the Agents Administrative Agent and/or the Collateral Agent such certifications or documents as any such Agent shall reasonably rea- sonably request in order to demonstrate compliance with this Section 6.059.08, the such Agents shall take all actions they deem appropriate neces- sary or reasonably requested by Borrower the Companies in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales dispositions of property in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; any solvent Company (dother than Borrower) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Subsidiary Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseSubsidiary); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section Sections 5.11 or Section and 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ed) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding upup is not disadvantageous to any Agent or Lender in any material respect; and (e) Los Feliz Drugs, as applicable, could not reasonably be expected to have a Material Adverse EffectInc. may dissolve or merge into or consolidate with another Restricted Subsidiary. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany or any Affiliate thereof) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.this

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents[reserved]; (b) Asset Sales dispositions of assets in compliance with Section 6.066.06 (other than Sections 6.06(e), (f) and (g)); (c) acquisitions in compliance with Section 6.07Permitted Acquisitions; (d) any Company solvent Restricted Party (other than the Administrative Borrower or the Co- Borrower) may merge or consolidate with or into the Administrative Borrower or any a Subsidiary Guarantor (as so long as (i) in the event the Administrative Borrower is a party to such merger or consolidation, the Administrative Borrower shall be the surviving person person, and (ii) in the case of any merger or consolidation involving Borrower and other case, a Subsidiary Guarantor is shall be the surviving person and remains shall remain, directly or indirectly, a Wholly Owned Restricted Subsidiary of Borrower in any other casethe Administrative Borrower); provided provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (e) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party may merge into any other Restricted Subsidiary of the Administrative Borrower that is not a Loan Party; (f) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up would not reasonably be expected to have be disadvantageous to the Agents and the Lenders in any material respect; and (g) SPV Acquisitions structured as a Material Adverse Effectmerger transaction. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any CollateralCollateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a another Loan Party) ), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Administrative Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) any Company may merge or consolidate with or into any Borrower or any Guarantor (as long as a Borrower is the surviving person in the case of any merger or consolidation involving Borrower a Borrower, and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of a Borrower in any other case); provided that the US Borrower may not merge or consolidate with or into the Cayman Borrower; provided, further, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower the Borrowers shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by by, and in compliance with, the respective Transaction Documents; (b) Asset Sales dispositions of assets in compliance with Section 6.066.06 (other than Sections 6.06(e), (f) and (g)); (c) acquisitions in compliance with Section 6.07Permitted Acquisitions; (d) any Company solvent Restricted Party (other than the Administrative Borrower or the Co-Borrower) may merge or consolidate with or into the Administrative Borrower or any Subsidiary Guarantor (as so long as (i) in the event the Administrative Borrower is a party to such merger or consolidation, the Administrative Borrower shall be the surviving person person, and (ii) in the case of any merger or consolidation involving Borrower and other case, a Subsidiary Guarantor is shall be the surviving person and remains shall remain, directly or indirectly, a Wholly Owned Restricted Subsidiary of Borrower in any other casethe Administrative Borrower); provided provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (e) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party may merge into any other Restricted Subsidiary of the Administrative Borrower that is not a Loan Party; and (f) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up would not reasonably be expected to have a Material Adverse Effectbe disadvantageous to the Agents and the Lenders in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any CollateralCollateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a another Loan Party) ), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Administrative Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.076.04; (dc) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) subject to compliance with the provisions of Section 5.12, any Subsidiary may change its form, dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents and the Second Lien Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction DocumentsDispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e)); (b) Asset Sales in compliance with Section 6.06Permitted Acquisitions and Permitted Joint Ventures; (c) acquisitions in compliance with Section 6.07; (d) any Company solvent Subsidiary of the Borrower may merge or consolidate with or into the Borrower or any Guarantor (as long as the Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and in such merger or consolidation and, in the case of any Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other casethe Borrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ed) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided that (i) any and all assets or other distribution from such dissolution, liquidation or winding upup shall be distributed to the Borrower or one or more Subsidiaries of the Borrower and (ii) if such Subsidiary is a Guarantor, as applicablethen any and all assets or other distribution from such dissolution, could not reasonably liquidation or winding up shall be expected distributed to have a Material Adverse Effectthe Borrower or one or more Guarantors; and (e) any Foreign Subsidiary may merge or consolidate with or into another Foreign Subsidiary. To the extent the Required Lenders or all the Lenders, as applicable, under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) Party or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) any Company may merge or consolidate with or into Borrower Borrower, any Subsidiary Guarantor or any Subsidiary that agrees to become a Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower Borrower, and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and (e) any Foreign Subsidiary may merger or consolidate with or into any other Foreign Subsidiary. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by by, and in compliance with, the Transaction Documents; (b) Asset Sales dispositions of assets in compliance with Section 6.066.06 (other than Section 6.06(e) and Section 6.06(f)); (c) acquisitions in compliance with Section 6.07; any solvent Company (dother than Borrower) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Subsidiary Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documentsdispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e)); (b) Asset Sales in compliance with Section 6.06Permitted Acquisitions; (c) acquisitions in compliance with Section 6.07; any solvent Company (dother than Borrower) any Company may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person Person in such merger or consolidation and, in the case of any merger or consolidation involving Borrower and a Guarantor is the surviving person and Subsidiary Guarantor, remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseBorrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that time if such dissolution, liquidation or winding up, as applicable, could up is not reasonably be expected disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect. To the extent the Required requisite Lenders or all the Lenders, as applicable, under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents Collateral Agent shall take all actions they deem it deems appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or unconditionally agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.076.04; (d) any Company Subsidiary may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension ; (e) any Foreign Subsidiary may merge or material impairment of consolidate with or into any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionother Foreign Subsidiary; and (ef) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that (i) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse EffectEffect and (ii) the Lien on and security interest in any property of such Subsidiary granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable;. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs fairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) any Company may merge or consolidate with or into Borrower or any Guarantor (Subsidiary Guarantor, as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower AGS Capital in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided; (d) any Company (other than Borrower) may be liquidated, further, that the transaction would not result in the loss, suspension wound up or material impairment of dissolved into Borrower or any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionSubsidiary Guarantor; and (e) any Subsidiary Company that is not a Guarantor may dissolvemerge or consolidate with or into, liquidate or wind be liquidated, wound up its affairs at or dissolved into, any time; provided other Company that such dissolution, liquidation or winding up, as applicable, could is not reasonably be expected to have a Material Adverse EffectGuarantor. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, the Liens created by the Security Documents on such Collateral (unless sold to a Loan PartyCompany) shall be sold free automatically released and clear of the Liens created by the Security Documentsterminated, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary (other than Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents and the Second Lien Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into consummate any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents, including this Agreement, the PESRM Transaction Documents and each transaction contemplated hereunder and thereunder; (b) Asset Sales in compliance with and other dispositions of assets permitted by Section 6.0611.06 and Section 11.08; (c) acquisitions in compliance with and other Investments permitted by Section 6.0711.04; (d) any Company may merge or consolidate with or into Borrower PESRM or any Guarantor (as long as Borrower PESRM is the surviving person in the case of any merger or consolidation involving Borrower PESRM and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower PESRM in any other case); provided provided, that the Lien on and security interest in such property constituting Collateral granted or to be granted in favor of the Collateral Agent MLC under the Supply and Offtake Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 10.10 or Section 5.1210.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time; provided provided, that such dissolution, liquidation or winding up, as applicable, could is not reasonably be expected to have a Material Adverse Effect; provided that, notwithstanding anything to the contrary herein, transactions permitted pursuant to any of the foregoing clauses shall not be included in the calculation of total amount of transactions consummated pursuant to any other of the foregoing clauses. To the extent the Required Lenders or all the Lenders, as applicable, waive MLC waives the provisions of this Section 6.05 11.05 with respect to the sale conveyance, sale, assignment, transfer or other disposition of any Collateral, or any Collateral is sold conveyed, sold, assigned, transferred or disposed of as permitted by this Section 6.0511.05 or any other express term and condition of any PESRM Transaction Document, such Collateral (unless sold to a Loan Transaction Party) shall be sold free and clear of the Liens created by the Supply and Offtake Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into consummate any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted:: ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) the Transactions as contemplated by the Transaction Documents, including this Agreement, the PESRM Transaction Documents and each transaction contemplated hereunder and thereunder; (b) Asset Sales in compliance with and other dispositions of assets permitted by Section 6.0611.06 and Section 11.08; (c) acquisitions in compliance with and other Investments permitted by Section 6.0711.04; (d) any Company may merge or consolidate with or into Borrower PESRM or any Guarantor (as long as Borrower PESRM is the surviving person in the case of any merger or consolidation involving Borrower PESRM and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower PESRM in any other case); provided provided, that the Lien on and security interest in such property constituting Collateral granted or to be granted in favor of the Collateral Agent MLC under the Supply and Offtake Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 10.10 or Section 5.1210.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time; provided provided, that such dissolution, liquidation or winding up, as applicable, could is not reasonably be expected to have a Material Adverse Effect; provided that, notwithstanding anything to the contrary herein, transactions permitted pursuant to any of the foregoing clauses shall not be included in the calculation of total amount of transactions consummated pursuant to any other of the foregoing clauses. To the extent the Required Lenders or all the Lenders, as applicable, waive MLC waives the provisions of this Section 6.05 11.05 with respect to the sale conveyance, sale, assignment, transfer or other disposition of any Collateral, or any Collateral is sold conveyed, sold, assigned, transferred or disposed of as permitted by this Section 6.0511.05 or any other express term and condition of any PESRM Transaction Document, such Collateral (unless sold to a Loan Transaction Party) shall be sold free and clear of the Liens created by the Supply and Offtake Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), unless it is an express condition to such winding up, liquidation, dissolution, merger or consolidation that the Obligations will be concurrently paid in full) except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents[Reserved]; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company may merge or consolidate with or into Borrower or any Guarantor Subsidiary (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in case of any other casemerger or consolidation involving a Subsidiary Guarantor); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by the Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereunder)consolidation, except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents[reserved]; (b) Asset Sales in compliance with Section 6.065.6; (c) acquisitions in compliance with Section 6.075.7; (d) any Company Credit Party (other than Holdings) or any Restricted Subsidiary may merge or consolidate with or into the Borrower or any Guarantor Subsidiary that is a Credit Party (as long as the Borrower is the surviving person in the case of any merger or consolidation involving the Borrower and a Guarantor Subsidiary that is a Credit Party is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that that, the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Collateral Documents shall be maintained or created in accordance with the provisions of Section 5.11 4.11 or Section 5.124.12, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and; (e) any Restricted Subsidiary that is not a Credit Party may merge or consolidate with or into another Restricted Subsidiary that is not a Credit Party; and (f) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that any assets or other distribution from such dissolutionliquidation, liquidation dissolution or winding upup be the distributed to one or more Credit Parties or if such Restricted Subsidiary is owned by a non-Credit Party and is itself not a Credit Party, as applicable, could not reasonably be expected to have a Material Adverse Effectany other Restricted Subsidiary. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 5.5 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.055.5, such Collateral (unless sold to a Loan Credit Party) shall be sold free and clear of the Liens created by the Security Collateral Documents, and, so long as Borrower shall have provided and the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any Company Subsidiary may merge or consolidate with or into any Borrower or any Subsidiary Guarantor (as long as a Borrower is the surviving person in the case of any merger or consolidation involving a Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders, the Supermajority Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower Borrowers shall have provided the Agents with such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Asset Sales in compliance with Section 6.06; (cb) acquisitions in compliance with Section 6.07; (dc) (x) any Company (other than may merge or consolidate with or into the Borrower or any Subsidiary Guarantor (as long as the Borrower or a Subsidiary Guarantor is the surviving person in the case of any such merger or consolidation involving Borrower and a Guarantor is the surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other caseParent); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.10 or Section 5.125.11, as applicable; provided, further, that the transaction would not result in the loss, suspension applicable and (y) any Non-Guarantor Subsidiary may transfer property or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior lease to or simultaneously with the loss, suspension acquire or material impairment lease property from any Non-Guarantor Subsidiary or require may be merged into any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transactionother Non-Guarantor Subsidiary; and (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and (e) Holdings or Super Holdings may merge with or into or consolidate with or into Parent in connection with any IPO, as long as the surviving person assumes all of the obligations of Parent under the Loan Documents and no Default shall have occurred and be continuing. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan PartyCompany) shall be sold free and clear of the Liens created by the Security Documents and the First Lien Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, and the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, merger or consolidation (or agree to do any of the foregoing at any future time unless any such agreement is expressly conditioned on the repayment in full of all obligations and the termination of all Commitments hereundertime), except that the following shall be permitted: (a) the Transactions as contemplated by the Transaction Documents; (b) Collateral Asset Sales in compliance with Section 6.066.05; (b) the Shell Asset Sale; (c) acquisitions in compliance with Section 6.076.03; (d) any Company Loan Party may amalgamate, merge or consolidate with or into Borrower or any Guarantor Subsidiary (as long as Borrower is the continuing or surviving person in the case of any amalgamation, merger or consolidation involving Borrower and a Subsidiary Guarantor is the continuing or surviving person and remains a Wholly Owned Restricted Subsidiary of Borrower in any other case); provided that (i) the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 5.09 or Section 5.125.10, as applicable; provided, further(ii) no Default or Event of Default has occurred and is continuing or would result therefrom and (iii) such amalgamation, that the transaction would merger or consolidation could not result in the loss, suspension or material impairment of any Gaming License unless reasonably be expected to have a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment or require any Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction; andMaterial Adverse Effect; (e) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 6.04 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.056.04, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.056.04, the Agents shall take all actions they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.