Common use of Mergers, Consolidations, Disposal of Assets, Etc Clause in Contracts

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or any of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) 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; (i) any Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation; (ii) any Person may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if any such merger shall be between a Subsidiary and a wholly owned Subsidiary, then the wholly owned Subsidiary shall be the continuing or surviving corporation; (iii) the Borrower may merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (x) such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form and substance reasonably satisfactory to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; and (v) any 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.

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor and will it not permit any of its Subsidiaries Nationwide Core Entity to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any all or substantially all of its assetsProperties and assets whether now owned or hereafter acquired, or all or substantially all of the Equity Interest of any of the stock of any of its Subsidiaries Nationwide Core Entities (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) 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; continuing (i) any Person Nationwide Core Entity (other than the Borrower) may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation; , (ii) any Person Nationwide Core Entity (other than the Borrower) may merge into or consolidate with any Subsidiary a Nationwide Core Entity in a transaction in which the surviving entity is a Subsidiary; provided that if any such merger shall be between a Subsidiary and a wholly owned SubsidiaryNationwide Core Entity, then the wholly owned Subsidiary shall be the continuing or surviving corporation; (iii) subject to compliance with the Borrower provisions of Section 6.04, any Person (other than a Nationwide Core Entity) may merge into or consolidate with any Nationwide Core Entity (other Person than the Borrower in a transaction in which such Person Nationwide Core Entity is the surviving entity so long as (xentity) such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form and substance reasonably satisfactory to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; (iv) to the extent not otherwise permitted by clause (i), (ii) or (iii) above, the Borrower or any Subsidiary other Nationwide Core Entity may merge or consolidate with and into any Person, in each case with the prior written approval of the Required Lenders and (v) any Nationwide Core Entity may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another SubsidiaryNationwide Core Entity; and provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary of (vx) the Borrower or (y) any Wholly-Owned Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of a Subsidiary of the Borrower and is immediately prior to such merger shall not materially disadvantageous to the Lendersbe permitted unless also permitted by Section 6.04.

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Subsidiaries to, No Credit Party shall merge into or consolidate with any other Personconsolidate, or permit liquidate, wind-up or dissolve (or suffer any other Person to merge into liquidation or consolidate with itdissolution), terminate, discontinue its business or convey, lease, sell, transfer, lease transfer or otherwise dispose of (of, in one transaction or in a series of transactions) any of its assets, or any of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) business or liquidate property, whether now or dissolvehereafter acquired, except that, if at the time thereof and immediately after giving effect thereto so long as no Event of Default shall have has occurred and be continuing; is continuing or would result therefrom: (i) any Person Credit Party may merge into or consolidate with dispose of a Property owned by such Credit Party in the Borrower in a transaction in which the Borrower is the surviving corporation; (ii) any Person may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiaryordinary course of business and for fair value; provided that if any such merger shall be between Property is a Subsidiary and a wholly owned SubsidiaryBorrowing Base Property, then the wholly owned Subsidiary Borrower shall be the continuing have complied with Section 11.3.2; and (ii) REIT may, directly or surviving corporation; (iii) the Borrower may indirectly, merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (xA) REIT shall be the survivor thereof; (B) REIT shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form and substance reasonably satisfactory consolidation or merger; (C) REIT shall have provided to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel the Lenders all documentation and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as information that the Administrative Agent (on its own behalf or on behalf of any Lender) requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (D) the Administrative Agent has not advised REIT that such merger or consolidation would result in a violation of any concentration or lending limits applicable by law or regulation applicable to the Administrative Agent or any Lender; (E) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (F) at the time of consummation of the merger, Borrower shall have reasonably requested; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets delivered to the Borrower Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Credit Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 5.1, after giving effect to such consolidation or merger (each of clause (i) - (ii), a “Fundamental Change”). Nothing in this Section shall be deemed to another Subsidiary; and prohibit (vi) any Subsidiary may liquidate subject to Section 11.1.3, the leasing of all or dissolve if the Borrower determines in good faith that such liquidation or dissolution is portions of Assets in the best interests ordinary course of business for occupancy by the Borrower and is not materially disadvantageous tenants thereunder, or (ii) subject to compliance with the Lendersprovisions of Section 5.10 hereof, the sale of Assets in the ordinary course of Borrower’s business.

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or any of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) 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;: (i) any Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation; (ii) any Person may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if any such merger shall be between a Subsidiary and a wholly owned Subsidiary, then the wholly owned Subsidiary shall be the continuing or surviving corporation; (iii) the Borrower may merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (x) such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form and substance reasonably satisfactory to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; and (v) any 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; provided that if any such merger shall be between a Subsidiary and a wholly owned Subsidiary, then the wholly owned Subsidiary shall be the continuing or surviving corporation.

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Subsidiaries Subsidiary to, (1) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose (2) Dispose of (in one transaction or in a series of transactions) any all or substantially all of its assetsthe Property, or any all or substantially all of the stock or other ownership interests of any of its the Borrower’s Subsidiaries (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets in each case of the Borrower and its Subsidiaries (when taken as a whole, or (3) 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; continuing (i) any Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation; , (ii) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if any such merger shall be between a Subsidiary and a wholly owned Subsidiary, then the wholly owned Subsidiary shall be the continuing or surviving corporation; (iii) the Borrower may merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (x) such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form and substance reasonably satisfactory to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets Property to the Borrower or to another Subsidiary; and Subsidiary and (viv) the stock or Property of any Subsidiary may liquidate be sold, and any Subsidiary may be liquidated or dissolve dissolved, if the Borrower determines in good faith that such sale, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders. Notwithstanding the foregoing, neither the consummation of the Acquisition nor the consummation of any transaction in connection therewith as contemplated by the Acquisition Documents (as may be amended or modified in accordance with Section 6.11(b)) shall constitute a breach of this Section 7.02(a).

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Subsidiaries to, not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or or, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or any of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired)) or the Concession or any frequency allocation under the Concession, if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) or liquidate or dissolvedissolve (each a "Merger"), except for (x) transactions permitted under Section 6.06(iv), and (y) Mergers with Approved Merger Candidates; provided that, if at in the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing; case of such a Merger with an Approved Merger Candidate, (i) the Approved Merger Candidate shall not have merged with or acquired any other Person may merge into or consolidate with after the Borrower in a transaction in which date hereof; (ii) the Borrower is the surviving corporation; (ii) any Person may merge into entity or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if any such merger shall be between a Subsidiary and a wholly owned Subsidiary, then assumes (pursuant to an instrument reasonably satisfactory to the wholly owned Subsidiary shall be the continuing or surviving corporation; (iiiAdministrative Agent) the Borrower may merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (x) such Person assumes all of the obligations of the Borrower under this Agreement by Agreement; (iii) immediately after giving effect to such Merger, no Default will exist; (iv) immediately after giving effect to such Merger, the Loans will rank at least pari passu with all other senior unsecured Indebtedness of the surviving entity, whether now existing or hereafter outstanding; (v) except with respect to a Merger with the Parent, the Administrative Agent shall have received satisfactory evidence that an indicative credit rating of the proposed entity shall have been obtained within 60 days prior to the closing of such Merger from Standard & Poor's Rating Services, a division of The McGrxx-Xxxx Xxxpanies, Moodx'x Xxxestors Services Inc. or Duff & Phelxx Xxxdit Rating Co., and such indicative credit rating shall be equal or better than the actual credit rating of the Borrower obtained from any such credit rating company within 60 days prior to the closing of such Merger, provided that the impact of country risk shall have been excluded from the determination of such indicative credit rating and such actual credit rating. Notwithstanding anything to the contrary in this Section 6.03(a), the Borrower will be permitted to Merge with any of its Subsidiaries, provided that the Borrower is the surviving entity or the surviving entity assumes (pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent and (yAgent) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by all the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests obligations of the Borrower and is not materially disadvantageous to the Lendersunder this Agreement.

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Subsidiaries to, No Credit Party shall merge into or consolidate with any other Personconsolidate, or permit liquidate, wind-up or dissolve (or suffer any other Person to merge into liquidation or consolidate with itdissolution), terminate, discontinue its business or convey, lease, sell, transfer, lease transfer or otherwise dispose of (of, in one transaction or in a series of transactions) any of its assets, or any of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) business or liquidate property, whether now or dissolvehereafter acquired, except that, if at the time thereof and immediately after giving effect thereto so long as no Event of Default shall have has occurred and be continuing; is continuing or would result therefrom: (i) any Person Credit Party may merge into or consolidate with dispose of a Property owned by such Credit Party in the Borrower in a transaction in which the Borrower is the surviving corporation; (ii) any Person may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiaryordinary course of business and for fair value; provided that if any such merger shall be between Property is a Subsidiary and a wholly owned SubsidiaryBorrowing Base Property, then the wholly owned Subsidiary Borrower shall be the continuing have complied with Section 10.3; and (ii) REIT may, directly or surviving corporation; (iii) the Borrower may indirectly, merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (xA) REIT shall be the survivor thereof; (B) REIT shall have given Lender at least 30 days’ prior written notice of such Person assumes consolidation or merger; (C) REIT shall have provided to Lender all documentation and other information that the Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (D) the Lender has not advised REIT that such merger or consolidation would result in a violation of any concentration or lending limits applicable by law or regulation applicable to Lender; (E) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (F) at the time of consummation of the obligations merger, Borrower shall have delivered to Lender a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Credit Parties with the terms and conditions of the Borrower under this Agreement by an instrument and the other Loan Documents, including without limitation, the financial covenants contained in form and substance reasonably satisfactory Section 5.1, after giving effect to such consolidation or merger (each of clause (i) - (ii), a “Fundamental Change”). Nothing in this Section shall be deemed to prohibit (i) subject to Section 10.3, the Administrative Agent and (y) such Person delivers such proof leasing of corporate action, incumbency all or portions of officers, opinions Assets in the ordinary course of counsel and other documents as is consistent with those delivered business for occupancy by the Borrower pursuant tenants thereunder, or (ii) subject to Section 4.01 on compliance with the Effective Date or as provisions of Article 10 hereof, the Administrative Agent shall have reasonably requested; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose sale of its assets to the Borrower or to another Subsidiary; and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is Assets in the best interests ordinary course of the Borrower and is not materially disadvantageous to the LendersBorrower’s business.

Mergers, Consolidations, Disposal of Assets, Etc. The Such Borrower will not, nor will it permit any of its Major Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any all or substantially all of its assets, or any all or substantially all of the stock of any of its Major Subsidiaries (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) 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; continuing (i) any Person Major Subsidiary may merge into or consolidate with the Borrower WAMU in a transaction in which the Borrower WAMU is the surviving corporation; , (ii) any Person Major Subsidiary may merge into or consolidate with any Subsidiary of WAMU in a transaction in which the surviving entity is a Subsidiary; provided that if any such merger shall be between a Subsidiary and a wholly owned Subsidiary, then the wholly owned Subsidiary shall be the continuing or surviving corporation; of WAMU, (iii) the Borrower may merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (x) such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form and substance reasonably satisfactory to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; (iv) any Major Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower WAMU or to another Subsidiary; and wholly owned Subsidiary of WAMU and (viv) such Borrower or any Major Subsidiary of such Borrower may liquidate merge or dissolve consolidate with any other Person if the Borrower determines in good faith that such liquidation or dissolution is (x) in the best interests case of a merger or consolidation of such Borrower, such Borrower is the surviving corporation and, in any other case, the surviving corporation is, after giving effect to such merger or consolidation, a wholly owned Subsidiary of such Borrower and is not materially disadvantageous to the Lenders(y) after giving effect thereto no Default would exist hereunder.

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or any of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) 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; (i) any Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation; (ii) any Person may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if any such merger shall be between a Subsidiary and a wholly owned Subsidiary, then the wholly owned Subsidiary shall be the continuing or surviving corporation; (iii) the Borrower may merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (x) such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form and substance reasonably satisfactory to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; and (v) any 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; provided that if any such merger shall be between a Subsidiary and a wholly owned Subsidiary, then the wholly owned Subsidiary shall be the continuing or surviving corporation.

Mergers, Consolidations, Disposal of Assets, Etc. The Except as permitted under Section 6.12 (other than clause (vii) thereof) or Section 7.11 (other than clause (v) thereof), the Borrower will not, nor will it permit any of its Subsidiaries the Guarantors to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or any all or substantially all of the stock membership or other equity interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) or liquidate or dissolve, except that, if at the time as a result thereof and immediately after giving effect thereto no Default shall have occurred and be continuing; , (i) any Person Subsidiary may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation; , (ii) any Person Guarantor may merge into or consolidate with any Subsidiary Guarantor in a transaction in which the surviving entity is a Subsidiary; provided that if any Guarantor and the Borrower's economic interest in each merging Guarantor's assets shall not have been diminished as a result of such merger shall be between a Subsidiary and a wholly owned Subsidiarymerger, then the wholly owned Subsidiary shall be the continuing or surviving corporation; (iii) the Borrower may merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (x) such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form and substance reasonably satisfactory to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; (iv) any Subsidiary Guarantor may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; and Guarantor (vprovided that the Borrower's economic interest in such assets is not diminished as a result thereof) and (iv) any Subsidiary Guarantor may liquidate or dissolve if the assets of such Guarantor are transferred to another Guarantor (provided that the Borrower's economic interest in such assets is not diminished as a result thereof and that 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).

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor and will it not permit any of its Subsidiaries Nationwide Core Entity to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any all or substantially all of its assetsProperties and assets whether now owned or hereafter acquired, or all or substantially all of the Equity Interest of any of the stock of any of its Subsidiaries Nationwide Core Entities (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) 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; continuing (i) any Person Nationwide Core Entity (other than the Borrower) may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation; , (ii) any Person Nationwide Core Entity (other than the Borrower) may merge into or consolidate with any Subsidiary a Nationwide Core Entity in a transaction in which the surviving entity is a Subsidiary; provided that if any such merger shall be between a Subsidiary and a wholly owned SubsidiaryNationwide Core Entity, then the wholly owned Subsidiary shall be the continuing or surviving corporation; (iii) subject to compliance with the Borrower provisions of Section 6.04, any Person (other than a Nationwide Core Entity) may merge into or consolidate with any Nationwide Core Entity (other Person than the Borrower in a transaction in which such Person Nationwide Core Entity is the surviving entity so long as (x) such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form entity), and substance reasonably satisfactory to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; (iv) to the extent not otherwise permitted by clause (i), (ii) or (iii) above, the Borrower or any Subsidiary other Nationwide Core Entity may merge or consolidate with and into any Person, in each case with the prior written approval of the Required Lenders and (vi) any Nationwide Core Entity may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another SubsidiaryNationwide Core Entity; and provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary of (vx) the Borrower or (y) any Wholly-Owned Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of a Subsidiary of the Borrower and is immediately prior to such merger shall not materially disadvantageous to the Lendersbe permitted unless also permitted by Section 6.04.