Common use of Mergers and Consolidations Clause in Contracts

Mergers and Consolidations. No Company will merge or consolidate with any Person other than: (a) any merger or consolidation where the Borrower (or another Company, if the Borrower is not a party thereto) is the surviving corporation; (b) any merger of any Subsidiary into another Company; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge into any other Person to the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole may be Disposed of to any person, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (v) the Successor Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis after giving effect to such merger, amalgamation or consolidation and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Default.

Mergers and Consolidations. No Company will merge Wind up, liquidate or consolidate with dissolve its affairs or enter into any Person other thantransaction of merger or consolidation, except that the following shall be permitted: (a) any merger or consolidation where the Borrower (or another Company, if the Borrower is not a party thereto) is the surviving corporationAsset Sales in compliance with Section 6.05; (b) any merger of any Subsidiary into another CompanyPermitted Acquisitions; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary person may merge into or consolidate with Borrower in a transaction (i) in which Borrower is the surviving corporation or (ii) if the person formed by or surviving any other Person to the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) any Subsidiary such merger or any other person may be merged, amalgamated or consolidated with the consolidation is not Borrower or all or substantially all of the assets of the is a person into which Borrower and its Subsidiaries taken as a whole may be Disposed of to has been liquidated (any person, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (ivA) the Successor Borrower shall expressly assume all the obligations of the Borrower under under, and confirm or re-grant all Liens granted by Borrower under, this Agreement and the other Loan Papers Documents pursuant to a supplement or joinder hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (B) each Loan Party other than Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of and grant of any Liens as security for the Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (vC) the Successor Borrower shall, immediately following such merger or consolidation, directly or indirectly own all Investments in Subsidiaries owned by Borrower immediately prior to such merger or consolidation, (D) the Successor Borrower shall be organized under a jurisdiction within the United States; and (E) Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer stating that such merger, amalgamation merger or consolidation does not violate complies with this Agreement or any other Loan Paper and Agreement; provided that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, Borrower under this Agreement and the other Loan Documents; (d) any person (other than Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (provided that any such merger, consolidation or liquidation involving a Guarantor must result in such surviving entity being or becoming a Guanrantor); (e) any Restricted Subsidiary may merge into or consolidate with any person in order to consummate an Asset Sale made in compliance with Section 6.14 on 6.05 in which the surviving entity is not a pro forma basis after giving effect to such merger, amalgamation Subsidiary; (f) (x) 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 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 5.10 or Section 5.11, as applicable, and (By) if requested by the Administrative Agentany Restricted Subsidiary that is not a Guarantor may transfer property or lease to or acquire or lease property from any other Restricted Subsidiary that is not a Guarantor or may be merged into any other Restricted Subsidiary that is not a Guarantor; and (g) any Restricted Subsidiary may dissolve, an opinion of counsel to the effect liquidate or wind up its affairs at any time; provided that such mergerdissolution, amalgamation liquidation or consolidation does winding up, as applicable, could not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Defaultreasonably be expected to have a Material Adverse Effect.

Mergers and Consolidations. No Company Subject to Sections 8.13 and 8.14, the Borrower will merge not, nor will permit any of its Subsidiaries to, become a party to any merger, amalgamation or consolidate with any Person other than: consolidation, except, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (a) any merger or consolidation where Subsidiary of the Borrower (may consolidate or another Companymerge into the Borrower, if a Guarantor or any Wholly-owned Subsidiary of the Borrower is not Borrower, provided the Borrower, a party thereto) Guarantor or the Wholly-owned Subsidiary is the surviving corporation; corporation of such consolidation or merger, (b) any merger Subsidiary of the Borrower (other than a Guarantor) may consolidate or merge into any other Subsidiary into another Company; of the Borrower (other than a Guarantor) and (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower may merge or consolidate into another Person; provided that (i) no Default or Event of Default has occurred and is not materially disadvantageous continuing or would result therefrom, (ii) the Borrower delivers to the Lenders; and Lenders on or before the date on which any of its Subsidiaries agrees to or consummates such merger or such consolidation a certificate of the principal financial or accounting officer of the Borrower certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating immediately after giving effect to such merger or such consolidation (fx) any Subsidiary may merge into any other Person the Total Facility Usage Ratio would not exceed 85% and (y) the Total Facility Usage Ratio would not exceed 85% as determined on a pro forma basis over the six month period immediately following the effective date of such merger or such consolidation, in form and substance satisfactory to the extent Administrative Agent, based on reasonable projections of the transaction constitutes an Investment permitted by Section 6.5; and financial performance of the Borrower, (giii) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or all or substantially all disposition of the assets of the Borrower and its Subsidiaries taken as a whole or such Subsidiary would have been permitted under Section 8.5.2, (iv) the Paperchase Businesses, without prior consent by the Required Lenders, may not be Disposed of subject to any person, if the surviving person of (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”a), (ib) and (c) above (except that a merger in connection with a Disposition of the Paperchase Businesses as permitted by Section 8.14(c) shall be permitted) and (v)(A) the Successor Borrower shall be an entity eligible to borrow from CoBank before and surviving entity, immediately after giving effect to such merger, amalgamation merger or consolidation, (ii) the Successor Borrower shall be in the sameaccordance with Section 7.11, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of is the Borrower under this Agreement or is or becomes a Guarantor by executing and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (v) the Successor Borrower shall have delivered delivering to the Administrative Agent (A) a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation does not violate this Joinder Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis after giving effect documents referred to such merger, amalgamation or consolidation therein and (B) such transaction, if requested it had been structured as an Acquisition by the Administrative AgentBorrower or Subsidiary of the Borrower, an opinion of counsel to the effect that such merger, amalgamation or consolidation does would not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Defaulthave been prohibited under Section 8.6.

Mergers and Consolidations. No Company In any single transaction or series of transactions, directly or indirectly: (a) liquidate or dissolve; (b) be a party to any merger or consolidation unless and so long as (i) no Default or Event of Default has occurred that is then continuing, (ii) immediately thereafter and giving effect thereto, no event will merge occur and be continuing which constitutes a Default and (iii) the applicable Obligor (or consolidate with any Person other than:one of such Obligors if such merger is between Obligors) subject to such merger is the surviving Person. The provisions of this Section are subject to the restrictions set forth in Section 8.12 hereof. Notwithstanding the foregoing, so long as no Event of Default has occurred which is continuing (or will arise by reason thereof) (a) any merger Subsidiary of Borrower may merge with Borrower or consolidation where any Obligor (other than the Second Tier Insurance Company Subsidiaries) provided that Borrower or such Obligor is the surviving entity, or with one or more Subsidiaries of Borrower (or another Companyother than the Second Tier Insurance Company Subsidiaries), including without limitation mergers between newly acquired Subsidiaries in connection with any acquisition permitted hereunder, provided that if the any merger is between a wholly-owned Subsidiary of Borrower and a Subsidiary of Borrower which is not a party thereto) is wholly-owned Subsidiary, such wholly-owned Subsidiary of Borrower shall be the surviving corporation; entity, (b) any merger Subsidiary of any Subsidiary into another Company; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge into any other Person to the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to Borrower or any other Obligor (other than the assets Second Tier Insurance Company Subsidiaries) or, so long as such Subsidiary is not an Obligor, to another wholly-owned Subsidiary of the Borrower and its Subsidiaries taken as Borrower, (c) any Subsidiary which is not a whole Material Subsidiary may be Disposed of to any person, if the surviving person (liquidated or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agentdissolved, and (vd) mergers, consolidations or dissolutions by any Subsidiary of Borrower to change its state of incorporation or to change the Successor Borrower shall have delivered form of entity are not prohibited. (d) Section 8.12 of the Loan Agreement is hereby amended to the Administrative Agent (A) a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper and that the Successor Borrower is read in compliance with Section 6.14 on a pro forma basis after giving effect to such merger, amalgamation or consolidation and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Default.its entirety as follows:

Mergers and Consolidations. No Company will merge Wind up, liquidate or consolidate with dissolve its affairs or enter into any Person other thantransaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) any merger or consolidation where the Borrower (or another Company, if Transactions as contemplated by the Borrower is not a party thereto) is the surviving corporationTransaction Documents; (b) any merger of any Subsidiary into another CompanyAsset Sales in compliance with Section 6.06; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiaryacquisitions in compliance with Section 6.07; (d) any sale Company may merge or consolidate with or into (x) any Borrower or any Guarantor (as long as Parent Borrower is the surviving person in the case of assets permitted by any merger or consolidation involving Parent Borrower, the Subsidiary Borrower is the surviving person in the case of any merger or consolidation involving the Subsidiary Borrower and a Guarantor is the surviving person and remains a Wholly Owned Subsidiary of Parent 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 6.7 5.11 or Section 5.12, as applicable or (y) if such Company is not a Loan Party, any other Subsidiary of Parent Borrower that is structured as not a merger or consolidation;Loan Party; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that (x) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (y) if such Subsidiary is not a Guarantor Significant Subsidiary may Loan Party, all remaining assets of such Loan Party are transferred to any Borrower or another Guarantor. Notwithstanding anything to the contrary, for so long as the Convertible Notes remain outstanding, no Company shall wind up, liquidate or dissolve if the Borrower determines in good faith that such liquidation its affairs or dissolution is in the best interests enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), with the Subsidiary Borrower and is the Subsidiary Borrower shall not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge wind up, liquidate or dissolve its affairs or enter into any other Person transaction of merger or consolidation (or agree to do any of the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) foregoing at any Subsidiary or future time), with any other person may be merged, amalgamated or consolidated with the Borrower or all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole may be Disposed of to any person, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (v) the Successor Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis after giving effect to such merger, amalgamation or consolidation and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Default.Company

Mergers and Consolidations. No Company In any single transaction or series of transactions, directly or indirectly: (a) liquidate or dissolve; (b) be a party to any merger or consolidation unless and so long as (i) no Default or Event of Default has occurred that is then continuing, (ii) immediately thereafter and giving effect thereto, no event will merge occur and be continuing which constitutes a Default, (iii) the applicable Obligor (or consolidate with one of such Obligors if such merger is between Obligors) subject to such merger is the surviving Person and (iv) Agent is given at least 30 days' prior notice of such merger or consolidation involving any Person other than:Obligor. The provisions of this Section are subject to the restrictions set forth in SECTION 8.13 hereof. Notwithstanding the foregoing, so long as no Event of Default has occurred which is continuing (or will arise by reason thereof) (a) any merger Subsidiary of Borrower may merge with Borrower or consolidation where any Obligor provided that Borrower or such Obligor is the surviving entity, or with one or more Subsidiaries of Borrower (or another Company, including without limitation mergers between newly acquired Subsidiaries in connection with any acquisition permitted hereunder) provided that if the any merger is between a wholly-owned Subsidiary of Borrower and a Subsidiary of Borrower which is not a party thereto) is wholly-owned Subsidiary, such wholly-owned Subsidiary of Borrower shall be the surviving corporation; entity, (b) any merger Subsidiary of any Subsidiary into another Company; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge into any other Person to the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or sell all or substantially all of the its assets (upon voluntary liquidation or otherwise) to Borrower or any other Obligor or, so long as such Subsidiary is not an Obligor, to another wholly-owned Subsidiary of the Borrower and its Subsidiaries taken as Borrower, (c) any Subsidiary which is not a whole Material Subsidiary may be Disposed of to any person, if the surviving person (liquidated or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agentdissolved, and (vd) mergers, consolidations or dissolutions by any Subsidiary of Borrower to change its state of incorporation or to change the Successor Borrower shall have delivered to the Administrative Agent (A) a certificate form of a Responsible Officer stating that such merger, amalgamation or consolidation does entity are not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis after giving effect to such merger, amalgamation or consolidation and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Defaultprohibited.

Mergers and Consolidations. No Company Subject to Section 9.13, none of the Borrowers will, nor will merge or consolidate with permit any Person other than: (a) any merger or consolidation where the Borrower (or another Companyof its Subsidiaries to, if the Borrower is not become a party thereto) is the surviving corporation; (b) any merger of any Subsidiary into another Company; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge into any other Person to the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole may be Disposed of to any person, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, except, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (a) any Borrower (other than BGI) may merge or consolidate into another Borrower, (b) any Subsidiary of BGI may consolidate or merge into any Borrower, a Guarantor or any Wholly-owned Subsidiary of a Borrower provided a Borrower, a Guarantor or the Wholly-owned Subsidiary is the surviving corporation of such consolidation or merger, (c) any Subsidiary of BGI (other than a Borrower or Guarantor) may consolidate or merge into any other Subsidiary of BGI (other than a Borrower or Guarantor) and (d) any Borrower (other than BGI) or Subsidiary of BGI may merge or consolidate into another Person; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Successor Borrower shall be in Lenders on or before the same, substantially similar date on which any of its Subsidiaries agrees to or complimentary lines consummates such merger or such consolidation a certificate of business the principal financial or accounting officer of the Borrowers certifying as accurate and complete the Companies monthly pro forma financial projections attached thereto and demonstrating immediately after giving effect to such merger, amalgamation merger or such consolidation (x) the Excess Availability Ratio would not be less than 10% and (y) the Excess Availability Ratio would not be less than 10% as determined on a pro forma basis over the six month period immediately following the effective date of such merger or such consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers, (iii) the disposition of the assets of such Borrower or such Subsidiary would have been permitted under Section 9.5.2 and (viv)(A) the Successor Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer stating that such mergersurviving entity, amalgamation or consolidation does not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis immediately after giving effect to such mergermerger or consolidation, amalgamation in accordance with Section 8.14, is or consolidation becomes a Borrower or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and the documents referred to therein and (B) such transaction, if requested it had been structured as an Acquisition by the Administrative Agentany Borrower or Subsidiary of BGI, an opinion of counsel to the effect that such merger, amalgamation or consolidation does would not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Defaulthave been prohibited under Section 9.6.

Mergers and Consolidations. No Company The Borrowers will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person other thanto merge into or consolidate with it, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing and: (ai) any merger Person may merge with or consolidation where the into any Borrower in a transaction in which (or another Company, if the x) such Borrower is not a party thereto) is the surviving corporationcorporation or (y) the continuing or surviving entity shall have assumed all of the obligations of such Borrower hereunder pursuant to an instrument in form and substance satisfactory to the Administrative Agent and shall have delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrowers pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have requested and the net worth (determined on a consolidated basis in accordance with GAAP) of the continuing or surviving entity immediately after giving effect thereto shall be greater than or equal to the net worth (so determined) of such Borrower immediately prior to giving effect thereto; (bii) any merger of any Subsidiary into another Company; (c) any merger of a Subsidiary into another Person (other than the a Borrower) if after such merger may merge with or into any Subsidiary of a Borrower in a transaction in which the surviving entity becomes is a Subsidiary of a Borrower, andprovided that, if any such merger shall be between a Subsidiary Guarantor and a Non-Guarantor Subsidiary, the survivor shall be or become a Subsidiary Guarantor; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (eiii) any Subsidiary that is not of a Guarantor Significant Subsidiary Borrower (other than a Borrower) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders.; and (fiv) any Subsidiary (other than a Borrower) may merge into any other Person in order to the extent the transaction constitutes an Investment effect a Disposition permitted by Section 6.5; and (g) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole may be Disposed of to any person, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (v) the Successor Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis after giving effect to such merger, amalgamation or consolidation and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of DefaultAgreement.

Mergers and Consolidations. No Company will Wind up, liquidate or dissolve its affairs or merge or consolidate with any Person other thanconsolidate, except that the following shall be permitted: (a) any merger or consolidation where the Borrower (or another Company, if Transactions as contemplated by the Borrower is not a party thereto) is the surviving corporationTransaction Documents; (b) any merger of any Subsidiary into another CompanyAsset Sales in compliance with Section 6.06; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiaryacquisitions in compliance with Section 6.07; (d) any sale 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 assets permitted by Section 6.7 that any merger or consolidation involving Borrower and, in any other case, a Subsidiary Guarantor is structured as the surviving person and such Subsidiary Guarantor either (i) remains a Wholly Owned Subsidiary of Borrower or (ii) if such Subsidiary Guarantor was not a Wholly Owned Subsidiary of Borrower immediately prior to giving effect to such merger or consolidation, each person (other than a Loan Party) that would be a holder of Equity Interests in such Subsidiary Guarantor after giving effect to such merger or consolidation shall have executed and delivered to the Collateral Agent a Minority Holder Acknowledgment, Consent and Waiver prior to the consummation of such merger or consolidation; provided that the Lien on and security interest in the property granted or to be granted in favor of the Collateral Agent or Mortgage Trustee, as applicable, under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; (e) any Non-Subsidiary that is not a Guarantor Significant may merge or consolidate with or into any Non-Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersGuarantor; and (f) any Subsidiary may merge into dissolve, liquidate or wind up its affairs at any other Person 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 transaction constitutes an Investment Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.5; and 6.05, such Collateral (gunless sold to a Loan Party) any Subsidiary shall be sold or any other person may be merged, amalgamated or consolidated with the Borrower or all or substantially all disposed of free and clear of the assets of Liens created by the Borrower and its Subsidiaries taken Security Documents, and, so long as a whole may be Disposed of to any person, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (v) the Successor Borrower shall have delivered provided the Agents such certifications or documents as any Agent shall reasonably request in order to the Administrative Agent (A) a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper and that the Successor Borrower is in demonstrate compliance with this Section 6.14 on a pro forma basis after giving 6.05, the Agents shall take all actions they deem appropriate or that are reasonably requested in order to effect to such merger, amalgamation or consolidation and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Defaultforegoing.

Mergers and Consolidations. No Company Subject to Section 9.13, none of the Borrowers will, nor will merge or consolidate with permit any Person other than: (a) any merger or consolidation where the Borrower (or another Companyof its Subsidiaries to, if the Borrower is not become a party thereto) is the surviving corporation; (b) any merger of any Subsidiary into another Company; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge into any other Person to the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole may be Disposed of to any person, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, except, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (a) any Borrower (other than BGI) may merge or consolidate into another Borrower, (b) any Subsidiary of BGI may consolidate or merge into any Borrower, a Guarantor or any Wholly-owned Subsidiary of a Borrower, provided a Borrower, a Guarantor or the Wholly-owned Subsidiary is the surviving corporation of such consolidation or merger, (c) any Subsidiary of BGI (other than a Borrower or Guarantor) may consolidate or merge into any other Subsidiary of BGI (other than a Borrower or Guarantor) and (d) any Borrower (other than BGI) or Subsidiary of BGI may merge or consolidate into another Person; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Successor Borrower shall be in Lenders on or before the same, substantially similar date on which any of its Subsidiaries agrees to or complimentary lines consummates such merger or such consolidation a certificate of business the principal financial or accounting officer of the Borrowers certifying as accurate and complete the Companies monthly pro forma financial projections attached thereto and demonstrating immediately after giving effect to such merger, amalgamation merger or such consolidation (x) the Total Facility Usage Ratio would not exceed 90% and (y) the Total Facility Usage Ratio would not exceed 90% as determined on a pro forma basis over the six month period immediately following the effective date of such merger or such consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers, (iii) the disposition of the assets of such Borrower or such Subsidiary would have been permitted under Section 9.5.2 and (viv)(A) the Successor Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer stating that such mergersurviving entity, amalgamation or consolidation does not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis immediately after giving effect to such mergermerger or consolidation, amalgamation in accordance with Section 8.14, is or consolidation becomes a Borrower or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and the documents referred to therein and (B) such transaction, if requested it had been structured as an Acquisition by the Administrative Agentany Borrower or Subsidiary of BGI, an opinion of counsel to the effect that such merger, amalgamation or consolidation does would not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Defaulthave been prohibited under Section 9.6.

Mergers and Consolidations. No In the event that the Company will merge is a party to a merger or consolidate with any Person other thanconsolidation, all outstanding Options shall be subject to the agreement of merger or consolidation. Such agreement shall provide for one or more of the following: (ai) any merger or consolidation where The continuation of such outstanding Options by the Borrower Company (or another Company, if the Borrower is not a party thereto) Company is the surviving corporation;). (bii) any merger The assumption of such outstanding Options by the surviving corporation or its parent in a manner that complies with Section 424(a) of the Code (whether or not such Options are ISOs) and other applicable laws of any Subsidiary into another Company;relevant jurisdiction. (ciii) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger The substitution by the surviving entity becomes corporation or its parent of new options for such outstanding Options in a Subsidiary;manner that complies with Section 424(a) of the Code (whether or not such Options are ISOs). (div) any sale Full exercisability of assets permitted such outstanding Options and full vesting of the Shares subject to such Options, followed by Section 6.7 that is structured as a the cancellation of such Options. The full exercisability of such Options and full vesting of the Shares subject to such Options may be contingent on the closing of such merger or consolidation; (e) any Subsidiary that is . The Optionees shall be able to exercise such Options during a period of not a Guarantor Significant Subsidiary may liquidate less than five full business days preceding the closing date of such merger or dissolve if consolidation, unless the Borrower Board of Directors determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge into any other Person to the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole may be Disposed of to any person, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (v) the Successor Borrower shall have delivered to the Administrative Agent (A) a certificate shorter period is required to permit a timely closing of a Responsible Officer stating that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis after giving effect to such merger, amalgamation merger or consolidation and (B) if requested by such shorter period still offers the Administrative Agent, an opinion Optionees a reasonable opportunity to exercise such Options. Any exercise of counsel to such Options during such period may be contingent on the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after closing of such merger or consolidation. (v) The cancellation of such outstanding Options and a payment to the Optionees equal to the excess of (A) the Fair Market Value of the Shares subject to such Options (whether or not such Options are then exercisable or such Shares are then vested) as of the closing date of such merger or consolidation over (B) their Exercise Price. Such payment shall be made in the form of cash, there cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Options would have become exercisable or such Shares would have vested. Such payment may be subject to vesting based on the Optionee’s continuing Service, provided that the vesting schedule shall not exist be less favorable to the Optionees than the schedule under which such Options would have become exercisable or such Shares would have vested. If the Exercise Price of the Shares subject to such Options exceeds the Fair Market Value of such Shares, then such Options may be cancelled without making a payment to the Optionees. For purposes of this Paragraph (v), the Fair Market Value of any Default or Event of Defaultsecurity shall be determined without regard to any vesting conditions that may apply to such security.

Mergers and Consolidations. No Company will merge Wind up, liquidate or consolidate with dissolve its affairs or enter into any Person other thantransaction of merger or consolidation (or agree to do any of the foregoing at any time), except that the following shall be permitted: (a) any merger or consolidation where the Borrower (or another CompanyTransactions as contemplated by, if and in compliance with, the Borrower is not a party thereto) is the surviving corporationrespective Transaction Documents; (b) any merger dispositions of any Subsidiary into another Companyassets in compliance with Section 6.06 (other than Sections 6.06(e), (f) and (g)); (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a SubsidiaryPermitted Acquisitions; (d) any sale of assets permitted by Section 6.7 that solvent Restricted Party (other than the Administrative Borrower) may merge or consolidate with or into any Borrower or Subsidiary Guarantor (so long as (i) in the event the Administrative Borrower is structured as a party to such merger or consolidation, the Administrative Borrower shall be the surviving person, (ii) in the event that a Borrower other than the Administrative Borrower is a party to such merger or consolidation, a Borrower shall be the surviving person, and (iii) in any other case, a Subsidiary Guarantor shall be the surviving person and shall remain, directly or indirectly, a Wholly Owned Domestic Restricted Subsidiary of the Administrative 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 5.10 or Section 5.11, as applicable; (e) any Restricted Subsidiary of the Administrative Borrower that is not a Guarantor Significant Loan Party may merge into any other Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Administrative Borrower and that is not materially disadvantageous to the Lendersa Loan Party; and (f) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party may merge into dissolve, liquidate or wind up its affairs at any other Person time if such dissolution, liquidation or winding up would not reasonably be expected to be disadvantageous to the Agents and the Lenders in any material respect. To the extent the transaction constitutes an Investment requisite Lenders under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.5; and 6.05, such Collateral (g) any Subsidiary or any other person may unless sold to another Loan Party), but not the proceeds thereof, shall be merged, amalgamated or consolidated with the Borrower or all or substantially all sold free and clear of the assets of Liens created by the Borrower and its Subsidiaries taken as a whole may be Disposed of to any personSecurity Documents, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other personand, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business so long as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (v) the Successor Borrower shall have delivered previously provided to the Collateral Agent and the Administrative Agent (A) a certificate of a Responsible Officer stating that such merger, amalgamation certifications or consolidation does not violate this Agreement or any other Loan Paper and that documents as the Successor Borrower is Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.14 on a pro forma basis after giving 6.05, the Collateral Agent shall take all actions it deems appropriate in order to effect to such merger, amalgamation or consolidation and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Defaultforegoing.

Mergers and Consolidations. No Company In any single transaction or series of transactions, directly or indirectly: (a) liquidate or dissolve; (b) be a party to any merger or consolidation unless and so long as (i) no Default or Event of Default has occurred that is then continuing, (ii) immediately thereafter and giving effect thereto, no event will merge occur and be continuing which constitutes a Default and (iii) the applicable Obligor (or consolidate with any Person other than:one of such Obligors if such merger is between Obligors) subject to such merger is the surviving Person. Notwithstanding the foregoing, so long as no Event of Default has occurred which is continuing (or will arise by reason thereof) (a) any Subsidiary of Borrower may merge with Borrower or any Obligor provided that Borrower or such Obligor is the surviving entity or, so long as such Subsidiary is not an Obligor, with one or more Subsidiaries of Borrower, including without limitation mergers between newly acquired Subsidiaries in connection with any acquisition permitted hereunder, provided that if any merger or consolidation where the is between a wholly-owned Subsidiary of Borrower (or another Company, if the and a Subsidiary of Borrower which is not a party thereto) is wholly-owned Subsidiary, such wholly-owned Subsidiary of Borrower shall be the surviving corporation; entity, (b) any merger Subsidiary of any Subsidiary into another Company; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge into any other Person to the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or sell all or substantially all of the its assets (upon voluntary liquidation or otherwise) to Borrower or any other Obligor or, so long as such Subsidiary is not an Obligor, to another wholly-owned Subsidiary of the Borrower and its Subsidiaries taken as Borrower, (c) any Subsidiary which is not a whole Material Subsidiary may be Disposed of to any person, if the surviving person (liquidated or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agentdissolved, and (vd) mergers, consolidations or dissolutions by any Subsidiary of Borrower to change its state of incorporation or to change the Successor Borrower shall have delivered to the Administrative Agent (A) a certificate form of a Responsible Officer stating that such merger, amalgamation or consolidation does entity are not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis after giving effect to such merger, amalgamation or consolidation and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Defaultprohibited.

Mergers and Consolidations. No Company In any single transaction or series of transactions, directly or indirectly: (a) liquidate or dissolve; (b) be a party to any merger or consolidation unless and so long as (i) no Default or Event of Default has occurred that is then continuing, (ii) immediately thereafter and giving effect thereto, no event will merge occur and be continuing which constitutes a Default and (iii) the applicable Obligor (or consolidate with any Person other than:one of such Obligors if such merger is between Obligors) subject to such merger is the surviving Person. Notwithstanding the foregoing, so long as no Event of Default has occurred which is continuing (or will arise by reason thereof) (a) any Subsidiary of Borrower may merge with Borrower or any Obligor provided that Borrower or such Obligor is the surviving entity or, so long as such Subsidiary is not an Obligor, with one or more Subsidiaries of Borrower, including without limitation mergers between newly acquired Subsidiaries in connection with any acquisition permitted hereunder, provided that if any merger or consolidation where the is between a wholly-owned Subsidiary of Borrower (or another Company, if the and a Subsidiary of Borrower which is not a party thereto) is wholly-owned Subsidiary, such wholly-owned Subsidiary of Borrower shall be the surviving corporation; entity, (b) any merger Subsidiary of any Subsidiary into another Company; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge into any other Person to the extent the transaction constitutes an Investment permitted by Section 6.5; and (g) any Subsidiary or any other person may be merged, amalgamated or consolidated with the Borrower or sell all or substantially all of the its assets (upon voluntary liquidation or otherwise) to Borrower or any other Obligor or, so long as such Subsidiary is not an Obligor, to another wholly-owned Subsidiary of the Borrower Borrower, (c) HCC Benefits Corporation, a Delaware corporation, HCC Employer Services, Inc., an Illinois corporation and its Subsidiaries taken as HCC Employee Benefits, Inc., a whole Delaware corporation (all of whose operations are being wound down) and any other Subsidiary which is not a Material Subsidiary may be Disposed of to any person, if the surviving person (liquidated or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower shall be an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, (iii) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (iv) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Papers pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agentdissolved, and (vd) mergers, consolidations or dissolutions by any Subsidiary of Borrower to change its state of incorporation or to change the Successor Borrower shall have delivered to the Administrative Agent (A) a certificate form of a Responsible Officer stating that such merger, amalgamation or consolidation does entity are not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis after giving effect to such merger, amalgamation or consolidation and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper; 57 48429166.1 provided, that in any such case, immediately after such merger or consolidation, there shall not exist any Default or Event of Defaultprohibited.

Mergers and Consolidations. No Company It will merge not, and will not permit any Subsidiary to, directly or consolidate with any Person other thanindirectly: (a) any merger consolidate with or consolidation where the Borrower (or another Company, if the Borrower is not a party thereto) is the surviving corporation; (b) any merger of any Subsidiary into another Company; (c) any merger of a Subsidiary into another Person (other than the Borrower) if after such merger the surviving entity becomes a Subsidiary; (d) any sale of assets permitted by Section 6.7 that is structured as a merger or consolidation; (e) any Subsidiary that is not a Guarantor Significant Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (f) any Subsidiary may merge into any other Person or permit any other Person to consolidate with or merge into it, except that: (i) any Subsidiary may consolidate with or merge into its parent Borrower or a Wholly-Owned Subsidiary if such Borrower or a Wholly-Owned Subsidiary, as the extent case may be, shall be the transaction surviving Person and if, immediately after giving effect to such transaction, no condition or event shall exist which constitutes an Investment permitted by Section 6.5Event of Default or a Default; and (gii) any Subsidiary anyentity (other than a Subsidiary) may consolidate with or any other person may merge into the Borrower if the Borrower shall be mergedthe surviving Person and if, amalgamated or consolidated immediately after giving effect to such transaction, 9c) the Borrower (A) shall not have a Consolidated Net Worth, determined in accordance with GAAP applied on a basis consistent with the financial statements of the Borrower most recently delivered pursuant to Section 6.03(b), of less than the Consolidated Net Worth of the Borrower immediately prior to the effectiveness of such transaction, satisfaction of this requirement to be set forth in reasonable detail in an Officers' Certificate delivered to the Agent in Connection with such transaction, (B) shall not be liable with respect to any Indebtedness or all allow its pro[erty to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement on the date of such transaction, and (C) if such surviving Person is the Operating Partnership, it could incur at least $1 of additional Indebtedness in compliance with Section 8.01(f), (y) substantially all of the assets of the Borrower shall be located, and its Subsidiaries taken as a whole may be Disposed of to any person, if the surviving person (or the person to whom all or substantially all of the assets of the Borrower and its Subsidiaries are disposed) (such other person, the “Successor Borrower”), (i) the Successor Borrower business shall be conducted, within the continental United States, and (z) no condition or event shall exist which constitutes an entity eligible to borrow from CoBank before and after giving effect to such merger, amalgamation Event of Default or consolidation, (ii) the Successor Borrower shall be in the same, substantially similar or complimentary lines of business as the Companies after giving effect to such merger, amalgamation or consolidation, Default; and (iii) it may consolidate with or merge into any other entity if (w) the Successor Borrower shall be an surviving entity is a corporation or limited partnership organized or and existing under the laws of the United States, any States of America or a state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the continental United States, (ivx) the Successor Borrower shall such corporation or limited partnership expressly assume all and unconditionally assumes the obligations of the Borrower under this Agreement Agreement, the Security Documents and the other MP Loans, and delivers to each holder of a MP Loan Papers pursuant to a supplement hereto or thereto at the time outstanding in form connection with such assumption an opinion of counsel reasonably satisfactory to the Administrative Agentholders of at least 66 2/3% in aggregate principal amount of the MP Loans then outstanding with respect to such matters incident to such assumption as may be reasonably requested by such holders, and (v) the Successor Borrower shall have delivered including, without limitation, as to the Administrative Agent due authorization and execution of the related agreement of assumption and the enforceability of such agreement against such corporation or partnership, (Ay) a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Paper and that the Successor Borrower is in compliance with Section 6.14 on a pro forma basis immediately after giving effect to such mergertransaction, amalgamation such corporation or consolidation limited partnership (A) shall not have a Consolidated Net Worth, determined in accordance with GAAP applied on a basis consistent with the financial statements of the Operating Partnership most recently delivered pursuant to Section 6.03(b) of less than the Consolidated Net Worth of the Borrower immediately prior to the effectiveness of such transaction, satisfaction of this requirement to be set forth in reasonable detail in an Officers' Certificate delivered to each holder of a Note in connection with such transaction, (B) shall not be liable with respect to any Indebtedness or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement on the date of such transaction, (C) if such surviving Person is the Operating Partnership, it could incur at least $1 of additional Indebtedness in compliance with Section 8.01(f), and (z) immediately after giving effect to such transaction no condition or event shall exist which constitutes an Event of Default or a Default; or (b) sell, lease, abandon or otherwise dispose of all or substantially all of its assets, except that: (i) any Subsidiary may sell, lease or otherwise dispose of all or substantially all its assets to its parent or to a Wholly-Owned Subsidiary of its parent Borrower; and (ii) subject to compliance with subsection 8.07(c), any Subsidiary may sell, lease or otherwise dispose of all or substantially all its assets as an entirety for a cash consideration at least equal to the fair value thereof (as determined in good faith by its general partner) at the time of such sale if such Subsidiary does not at the time own (A) any Indebtedness of its parent (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.01) or (B) any Indebtedness or stock of or other interest in any other Subsidiary which is not also being simultaneously sold as an entirety in compliance with this clause (b)(ii) and if, at the time of such transaction and immediately after giving effect thereto, the Borrower could incur at least $1 of additional Indebtedness in compliance with Section 8.01(f); and (iii) it may sell, lease or otherwise dispose of all or substantially all its assets to any corporation or limited partnership into which it could be consolidated or merged in compliance with clause (a)(iii) of this Section 8.07, provided that (A) each of the conditions set forth in such subdivision (a)(iii) shall have been fulfilled, and (B) if requested by the Administrative Agent, an opinion of counsel to the effect that no such merger, amalgamation or consolidation does not violate disposition shall relieve it from its obligations under this Agreement or the MP Loans; or (c) sell, lease, abandon or otherwise dispose of any other Loan Paper; 57 48429166.1 provided, that of the Mortgaged Properties (except in any such case, a transaction permitted by clause (a)(iii) or (b)(iii) of this Section 8.07) unless: (i) immediately after giving effect to such merger proposed disposition no condition or consolidationevent shall exist which constitutes an Event of Default or a Default, there and (ii) one of the following two conditions shall be satisfied: (A) the aggregate net proceeds of all Mortgaged Properties so disposed of (whether or not leased back) by it and its Subsidiaries during the current fiscal year (including Mortgaged Properties disposed of through dispositions of shares pursuant to Section 8.06 or sales of assets pursuant to Section 8.07(b) and including proceeds deemed to be proceeds of such dispositions pursuant to Section 4(b)(i) of the Trust Agreement), less the amount of all net proceeds of prior sales of Mortgaged Properties previously applied in accordance with clause (ii)(B) of this Section 8.07(c), shall not exist any Default exceed $5,000,000 during such fiscal year; or (B) in the event that such net proceeds (less the amount thereof previously applied in accordance with this clause (ii)(B)) during the current fiscal year exceed $5,000,000 (such excess net proceeds actually realized being herein called "Excess Sale Proceeds"), where applicable, it shall promptly pay over to the Trustee under the Trust Agreement such Excess Sale Proceeds for application by the Trustee (x) within 180 days of the disposal of the Mortgaged Properties to the of assets in replacement of the assets so disposed of or Event of Defaultassets which may be productively used in the United States in the conduct of the Business (and such newly acquired assets shall be subjected to the Lien of the Mortgages), or (y) to the extent of Excess Sale Proceeds not applied pursuant to the immediately preceding clause (x), to the prepayment of the MP Loans and the Parity Debt, if any, pursuant to Section 7.03, all as provided in Section 4(d) of the Trust Agreement and such Section 7.03 and the Trustee shall have received an Officers' Certificate from the general partner of the Operating Partnership certifying that the consideration received for such Mortgaged Properties is at least equal to its fair value (as determined in good faith by the Board of Directors) and that such consideration has been applied in accordance with the terms of this Agreement.