Common use of Mergers, Etc Clause in Contracts

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEsuch Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEsuch Borrower), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge with or into or consolidate with or into into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) any Subsidiary of the Guarantor (other than the Borrower) may merge or consolidate with or transfer assets to or acquire assets from any other Subsidiary of the Guarantor, provided that in the case of any such merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party, the continuing or surviving Person shall be a Wholly-Owned Subsidiary of the Guarantor; and (ii) the Borrower may merge or consolidate with, or transfer assets to, or acquire assets from, any other Wholly-Owned Subsidiary of the Guarantor, provided that in the case of any such merger or consolidation to which the Borrower is not the surviving Person, or transfer of all or substantially all of the assets of the Borrower to any other Wholly-Owned Subsidiary of the Guarantor, immediately after giving effect thereto, (A) no event Event of Default shall have occurred and be continuing that constitutes an Event (determined, for purposes of Defaultcompliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor’s fiscal quarter then most recently ended) and (iiB) such surviving Person or transferee, as applicable, shall have assumed all of the consolidation or merger shall not materially obligations of the Borrower under and adversely affect in respect of the ability Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such opinions of such Borrower (or its successor by merger or consolidation counsel and other supporting documents as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and they may reasonably require; and (iii) any Subsidiary of the Guarantor may merge into the Guarantor or the Borrower or transfer assets to the Borrower or the Guarantor, provided that in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States Borrower into the Guarantor or the District transfer of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FE)to the Guarantor, in each case of clauses immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (B)determined, if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings for purposes of the surviving or resulting Borrower are not, compliance with Article VII after giving effect to such transactionstransaction, any lower than on a pro forma basis as if such transaction had occurred on the Reference Ratings last day of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, Guarantor’s fiscal quarter then most recently ended) and (3B) the parties to such transaction deliver Guarantor shall have assumed all of the obligations of the Borrower under and in respect of the Credit Documents by written instrument satisfactory to the Administrative Agent certified copies of all corporate or limited liabilityand its counsel in their reasonable discretion, equity holder and Governmental Authority approvals required in connection with accompanied by such transactions and legal opinions of counsel to such parties relating to such transactions and other supporting documents as they may reasonably require; and (iv) the assumption agreement described in clause (1) above; providedGuarantor or any Subsidiary of the Guarantor may merge, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person; provided that in each case under this clause (iii), immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the foregoing, nothing last day of the Guarantor’s fiscal quarter then most recently ended); (B) in this Section 5.03(c) shall restrict any merger or consolidation the case of any Unregulated Subsidiary such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the continuing or surviving corporation; (C) in connection with any sale, transfer or other disposition the case of any equity interests such merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party, NIPSCO or Columbia, as the case may be, shall be the continuing or surviving corporation and shall be a Wholly-Owned Subsidiary of the Guarantor; (D) in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate the case of any Borrower in such merger, consolidation or transfer of assets to which the Guarantor is a transaction permitted under Section 5.03(a)party, the Guarantor shall be the continuing or surviving corporation; and (E) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Xxxxx’x.

Mergers, Etc. Merge with or into No Loan Party shall merge or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to any other Personperson, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately any Subsidiary of the Company may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of the Company; (ii) any Subsidiary of the Company may merge into or dispose of assets to the Company; (iii) the liquidation or reorganization of any Subsidiary of the Company which is not a Loan Party is permitted so long as any payments or assets distributed as a result of such liquidation or reorganization are distributed to the Company or its Subsidiaries; (iv) each of the Loan Parties may merge with any other Person organized under the laws of the same country of organization as such Loan Party so long as the surviving corporation has the obligations expressed to be assumed by the relevant Loan Party hereunder and legal opinions in form and content reasonably satisfactory to the Agent have been delivered to it, provided that the Company shall provide not less than five Business Days notice of any such merger, and if such merger obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations; and (v) a Loan Party may dispose of an asset to a Person which is not the Company or any of its Subsidiaries on terms that such asset is to be reacquired by a member of the Company or any of its Subsidiaries (a “Reacquisition Sale and Leaseback Transaction”) provided that the principal obligations of Company or such Subsidiary, when aggregated with the principal obligations of Company or any of its Subsidiaries in respect of all other Reacquisition Sale and Leaseback Transactions entered into after giving effect theretothe date hereof, do not exceed US$75,000,000 (or its equivalent in another currency or currencies), provided, in each case, that no event Event of Default shall have occurred and be continuing that constitutes an Event of Default, (ii) at the consolidation or merger shall not materially and adversely affect the ability time of such Borrower (proposed transaction or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)would result therefrom.

Mergers, Etc. Merge with or into or consolidate with or into any other Personinto, or permit any convey, transfer, lease or otherwise dispose of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation whether in one transaction or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2series of transactions) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities (whether now owned or hereafter acquired) to, any Person, or permit any of the Restricted Subsidiaries to another do so, except that (i) any Restricted Subsidiary may merge or consolidate with or into, or dispose of assets to, any other Restricted Subsidiary or any subsidiary that becomes a Restricted Subsidiary immediately following such merger, consolidation or acquisition of assets, (ii) any Restricted Subsidiary may merge into or dispose of assets to the Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1iii) the surviving PersonRestricted Subsidiaries may merge into, transferee consolidate with or Person otherwise specified above dispose of assets to become a Persons other than the Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are notRestricted Subsidiaries so long as, after giving effect to such transactionstransaction, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; providedRestricted Subsidiaries, howevertaken as a whole, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer have not disposed of all or substantially all of its their assets to an Unregulated Subsidiary. Notwithstanding and (iv) the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection Borrower may merge with any saleof the Restricted Subsidiaries so long as the surviving Person assumes all obligations of the Borrower hereunder and under the Notes, transfer the documentation evidencing such assumption of obligations is reasonably satisfactory to the Required Lenders and such surviving Person has a Rating from at least one of Xxxxx’x or other disposition S&P of any equity interests better than or equal to Baa2 and BBB, respectively, or if no Rating is available for such surviving Person, then such surviving Person has a Commercial Paper Rating from at least one of Xxxxx’x or S&P of better than or equal to P-2 or A-2, respectively, provided that, in or assets the case of the foregoing clause (iv), no Default shall have occurred and be continuing at the time of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a proposed transaction permitted under Section 5.03(a)or would result therefrom.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into Merge or consolidate with with, or into sell, assign, lease, or otherwise dispose of (xwhether in one transaction or a series of transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or permit any Principal Subsidiary to do so, except that any Subsidiary may merge into or, subject to Section 6.7(c), transfer assets to Guarantor or any other Subsidiary, and liabilities Guarantor may merge with any Person; provided, that, immediately thereafter and after giving effect thereto, (A) no event shall occur or be continuing which constitutes a Lease Default or a Lease Event of Default, (B) such transaction, after giving effect thereto and to another Borrowerall prior transactions, would not reduce Guarantor's Indirect Beneficial Ownership Interest in the Leased Assets or in the Owned Assets, respectively, included in any Qualified MAN or FCL to less than forty-nine percent (49%); provided, however, that, subsequent to an initial public offering by Lessee that reduces the Indirect Beneficial Ownership Interest of Guarantor to below forty-nine percent (49%), no such merger, consolidation or sale, assignment, lease or disposition of assets shall reduce the Indirect Beneficial Ownership Interest of Guarantor, calculated On a wholly-owned Fully Diluted Basis, below the Indirect Beneficial Ownership Interest of Guarantor, calculated On a Fully Diluted Basis, maintained immediately Participation Agreement after such initial public offering and, in the case of any such merger to which Guarantor is a party, either (1) Guarantor is the surviving corporation, or (2) the surviving entity (if not Guarantor) has a Consolidated Net Worth immediately subsequent to such merger at least equal to the Consolidated Net Worth of Guarantor immediately prior to such merger and expressly assumes the obligations of Guarantor under the Operative Documents; provided, further, however, that, notwithstanding the foregoing, each of Guarantor and any of the Principal Subsidiaries may sell assets (other than Leased Assets and Owned Assets) in the ordinary course of its business. Leased Assets and Owned Assets comprising all or a portion of a Qualified MAN or FCL may only be transferred, assigned or subleased in accordance with the provisions of the Lease, Section 5.2(a) and (b) and Section 6.7(c) to the extent applicable. (ii) Permit any Interested Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) to merge or consolidate with, or to sell, assign, lease, or otherwise dispose of (whether in one transaction or a newly-formed Person to which series of transactions) all or substantially all of the its assets and liabilities of one (whether now owned or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (Ahereafter acquired) and (B), if (1) the surviving to any Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, except that any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Interested Subsidiary may merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to Guarantor or any other Subsidiary or transfer all or substantially all of its assets to any other Person; provided, that, immediately thereafter and after giving effect thereto, in each case, each of the requirements set forth in Section 5.2(a) shall be satisfied or waived (to the same extent as if that Section applied to such Interested Subsidiary). If an Unregulated Subsidiary. Notwithstanding the foregoingInterested Subsidiary would also qualify as a Principal Subsidiary under Section 6.7(d)(i), nothing in this Section 5.03(c6.7(d)(ii) and not Section 6.7(d)(i) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)apply.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into it or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any other Person, or permit any of its Restricted Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event any Restricted Subsidiary of Default, (ii) the consolidation Borrower may merge into or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under consolidate with any other Loan DocumentWholly Owned Restricted Subsidiary of the Borrower; provided that, and (iii) in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Restricted Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which such Borrower a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; (ii) any of the Borrower’s Subsidiaries may consolidate with or merge into the Borrower; provided that the Borrower is the surviving entity; and (iii) any of the Restricted Subsidiaries of the Borrower may (A) merge into or consolidate with, any other Person, or (B) convey, transfer or lease substantially all of its assets in compliance with Section 5.02(e) (other than clause (v) thereof) in a single transaction or series of related transactions to any other Person or (C) permit any other Person to merge into or consolidate with it; provided, in each case with respect to any merger or consolidation or conveyance, transfer or lease of substantially all of its assets, (1) the Person formed by such consolidation or into which such Borrower the Restricted Subsidiary shall be merged or assets shall (1) assume be conveyed, transferred or leased shall, at the effective time of such Borrower’s merger or consolidation or transfer or lease be Solvent and shall have assumed all obligations of such Restricted Subsidiary under this Agreement and the other Loan Documents any Subsidiary Guaranty to which it such Restricted Subsidiary is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent Required Lenders and (2) the Borrower shall have caused to be organized under delivered to the laws Paying Agent an opinion of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably independent counsel satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior Paying Agent to the consummation of effect that all agreements or instruments effecting such transactions, unless assumption are enforceable in accordance with the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) aboveterms thereof; provided, however, that notwithstanding anything herein to the contraryin each case, in immediately after giving effect thereto, (i) no event shall occur and be continuing that constitutes a Default and (xii) any the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, as evidenced by a certificate of the chief financial officer (or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (ypersons performing similar functions) any of the Borrower or Significant Subsidiary transfer all or substantially all of its assets delivered to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of Paying Agent demonstrating such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)compliance.

Mergers, Etc. Merge with or into The Borrower shall not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or, except as permitted pursuant to Section 7.06, acquire all or substantially all of the Stock of any Person, or acquire all or substantially all of the assets of any Person (other than live inventory) or enter into any other joint venture or partnership with, any Person, or permit any of its Subsidiaries to do so; provided, however, that: (a) the Borrower may merge with a wholly-owned Subsidiary of the Borrower so unless long as (i) the Borrower is the surviving corporation and (ii) at the time of, and immediately after giving effect theretoto, such merger, no condition or event shall have occurred exist which constitutes an Event of Default; (b) any wholly-owned direct or indirect Subsidiary of the Borrower may merge with or into any other wholly-owned direct or indirect Subsidiary of the Borrower or acquire Stock of any other wholly-owned direct or indirect Subsidiary of the Borrower; (c) the Borrower or any Subsidiary of the Borrower may acquire all or substantially all of the Stock or all or substantially all of the assets of any Person, provided (i) at the time of, and be continuing that immediately after giving effect to such acquisition, no condition or event shall exist which constitutes an Event of Default, (ii) the consolidation or merger Borrower shall not materially be in pro forma compliance with the financial covenants set forth in Sections 7.13 and adversely affect 7.14, assuming such acquisition occurred on the ability first day of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Documentthe four fiscal quarter period most recently ended, and (iii) until such time as the commitments under each of the Bridge Facility and the Receivables Bridge Facility shall have been terminated, and all outstanding loans thereunder shall have been repaid in full (the case of any merger or consolidation to which such Borrower is a party"Bridge Termination Date"), the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder)have obtained, and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory delivered to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are notwritten confirmations from S&P and Xxxxx'x that, immediately after giving effect to such transactionsacquisition, (x) the Borrower will maintain ratings of its Index Debt of at least BBB by S&P and Baa3 by Xxxxx'x, (y) neither of such ratings is under review for possible downgrade and (z) the Borrower has not been placed on credit watch with negative implications by either such rating agency and (iv) after the Bridge Termination Date and prior to October 2, 2004, with respect to any lower than such acquisition involving consideration in excess of $300,000,000, the Reference Ratings of each Borrower that was shall either (A) have obtained, and delivered to the Administrative Agent, a party written confirmation from either S&P or Xxxxx'x that, immediately after giving effect to such transactions immediately prior to acquisition, (x) the consummation Borrower will maintain a rating of such transactions, unless the Reference Ratings its Index Debt of such surviving or resulting Borrower are at least BBB- and Baa3by S&P or Baa3 by Xxxxx'x, as the case may be, (y) such rating is not under review for possible downgrade and (3z) the parties to Borrower has not been placed on credit watch with negative implications by such transaction deliver rating agency or (B) have delivered to the Administrative Agent certified copies a certificate of all corporate or limited liabilitythe Chief Financial Officer of the Borrower certifying that on a pro forma basis, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel giving effect to such parties relating acquisition (but without giving effect to any projected cost savings related thereto) as if the acquisition had occurred as of the first day of the four consecutive fiscal quarter period of the Borrower most recently ended, the Leverage Ratio of the Borrower is 3.50:1.00 or lower, which certificate shall set forth in reasonable detail satisfactory to the Administrative Agent the computations necessary to determine such transactions and Leverage Ratio; and (d) the assumption agreement described in clause Borrower or any Subsidiary of the Borrower may merge with any other corporation permitted to be acquired pursuant to paragraph (1c) above; provided, howeverprovided (i) at the time of, that notwithstanding anything herein to the contraryand immediately after giving effect to, in such merger, no condition or event shall exist which constitutes an Event of Default and (xii) any and after such merger, the surviving corporation is the Borrower or Significant a Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoingBorrower, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)respectively.

Mergers, Etc. Merge The Borrower will not, and will not permit any Subsidiary to, merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or into sell, transfer, lease or otherwise dispose of (xwhether in one transaction or in a series of transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (whether now owned or hereafter acquired) (any such transaction, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE“consolidation”), or liquidate or dissolve, except that: (a) the Borrower or any Subsidiary may participate in each case of clauses a consolidation with any other Person; provided that (Ai) and no Default is continuing, (B)ii) any such consolidation would not cause a Default hereunder, (iii) if (1) the Borrower consolidates with any Person, the Borrower shall be the surviving Person, transferee and (iv) if any Subsidiary consolidates with any Person (other than the Borrower or another Subsidiary) and such Subsidiary is not the surviving Person, such surviving Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument shall expressly assume in writing (in form and substance reasonably satisfactory to the Administrative Agent) all obligations of such Subsidiary under the Loan Documents; (b) any Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or any other Subsidiary and if one of such Subsidiaries is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary; (2c) a Subsidiary may wind-up, dissolve, liquidate or sell or transfer its assets if (i) all of its Property is transferred to the Borrower or a Wholly-Owned Subsidiary and (ii) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to Loan Party acquiring such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- Property promptly complies with its obligations under Sections 8.12 and Baa3, and 8.14; and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (xd) any Borrower Subsidiary may sell, transfer, lease or Significant Subsidiary merge with otherwise dispose of (whether in one transaction or into or consolidate with or into any Unregulated Subsidiary or (yin a series of transactions) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary Property to any other Person that is not an Affiliate of any Borrower in a transaction to the extent permitted under by Section 5.03(a)9.11.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect theretoany Subsidiary of the Borrower (other than any Loan Party) may merge or consolidate with or into, no event shall have occurred and be continuing that constitutes an Event or dispose of Defaultassets to, any other Subsidiary of the Borrower or the Borrower; (ii) any Subsidiary of the consolidation Borrower that is a Guarantor may merge or merger shall not materially and adversely affect consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter acquired) to, any other Subsidiary of the ability of such Borrower or the Borrower (provided, however, that the surviving entity or such transferee, if not a Guarantor hereunder or the Borrower, shall become a Guarantor hereunder in accordance with Section 9.01); (iii) the Borrower and its successor by merger Subsidiaries may consummate the acquisition of the Acquired Business pursuant to the Alere Acquisition Agreement; (iv) the Borrower may merge or consolidation consolidate with or into any other Person so long as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a partythe surviving Person or (B) the surviving entity shall succeed, by agreement reasonably satisfactory in form and substance to the Person formed by such consolidation or into which such Required Lenders, to all of the businesses and operations of the Borrower and shall be merged shall (1) assume such Borrower’s all of the rights and obligations of the Borrower under this Agreement and the other Loan Documents (provided, however, that no Lender shall be required to which it lend to a surviving entity that is a party organized in a writing foreign jurisdiction that is not reasonably satisfactory acceptable to such Lender if such Lender is not lending to similarly situated companies in form and substance to the Administrative Agent and such foreign jurisdiction at such time); (2v) be organized under the laws of a State any Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower into, or into a newly-formed Person into which one convey, transfer, lease or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary otherwise dispose of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to (whether now owned or hereafter acquired) to, another Borrower, to a wholly-owned Person (other than the Borrower or any Subsidiary of another Borrower (in which case only such other Borrower will continue thereof) so long as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) the consideration received in respect of such merger, consolidation, conveyance, transfer, lease or other disposition is at least equal to the fair market value of such assets and (B)) no Material Adverse Effect would reasonably be expected to result from such merger, if (1) the surviving Personconsolidation, transferee conveyance, transfer, lease or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) abovedisposition; provided, howeverin the cases of clause (i), (ii), (iv) and (v) of this Section 5.02(c), that notwithstanding anything herein to no Default shall have occurred and be continuing at the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets time of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a proposed transaction permitted under Section 5.03(a)or would result therefrom.

Mergers, Etc. Merge with or into or consolidate with or into into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) any Subsidiary of the Guarantor (other than the Borrower) may merge or consolidate with or transfer assets to or acquire assets from any other Subsidiary of the Guarantor, provided that in the case of any such merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party, the continuing or surviving Person shall be a Wholly-Owned Subsidiary of the Guarantor; and (ii) the Borrower may merge or consolidate with, or transfer assets to, or acquire assets from, any other Wholly-Owned Subsidiary of the Guarantor, provided that in the case of any such merger or consolidation to which the Borrower is not the surviving Person, or transfer of all or substantially all of the assets of the Borrower to any other Wholly-Owned Subsidiary of the Guarantor, immediately after giving effect thereto, (A) no event Event of Default shall have occurred and be continuing that constitutes an Event (determined, for purposes of Defaultcompliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor’s fiscal quarter then most recently ended) and (iiB) such surviving Person or transferee, as applicable, shall have assumed all of the consolidation or merger shall not materially obligations of the Borrower under and adversely affect in respect of the ability Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such opinions of such Borrower (or its successor by merger or consolidation counsel and other supporting documents as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and they may reasonably require; and (iii) any Subsidiary of the Guarantor may merge into the Guarantor or the Borrower or transfer assets to the Borrower or the Guarantor, provided that in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States Borrower into the Guarantor or the District transfer of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FE)to the Guarantor, in each case of clauses immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (B)determined, if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings for purposes of the surviving or resulting Borrower are not, compliance with Article VII after giving effect to such transactionstransaction, any lower than on a pro forma basis as if such transaction had occurred on the Reference Ratings last day of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, Guarantor’s fiscal quarter then most recently ended) and (3B) the parties to such transaction deliver Guarantor shall have assumed all of the obligations of the Borrower under and in respect of the Credit Documents by written instrument satisfactory to the Administrative Agent certified copies of all corporate or limited liabilityand its counsel in their reasonable discretion, equity holder and Governmental Authority approvals required in connection with accompanied by such transactions and legal opinions of counsel to such parties relating to such transactions and other supporting documents as they may reasonably require; and (iv) the assumption agreement described in clause (1) above; providedGuarantor or any Subsidiary of the Guarantor may merge, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person; provided that in each case under this clause (iii), immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the foregoing, nothing last day of the Guarantor’s fiscal quarter then most recently ended); (B) in this Section 5.03(c) shall restrict any merger or consolidation the case of any Unregulated Subsidiary such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the continuing or surviving corporation; (C) in connection with any sale, transfer or other disposition the case of any equity interests such merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party, NIPSCO or Columbia, as the case may be, shall be the continuing or surviving corporation and shall be a Wholly-Owned Subsidiary of the Guarantor; (D) in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate the case of any Borrower in such merger, consolidation or transfer of assets to which the Guarantor is a transaction permitted under Section 5.03(a)party, the Guarantor shall be the continuing or surviving corporation; and (E) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Mxxxx’x.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect theretoany Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower; provided that (x) in the case of any such merger or consolidation to which a wholly-owned Subsidiary is a party, no event the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower, (y) in the case of any such merger or consolidation to which a non-wholly owned Subsidiary is a party, the direct owner of such non-wholly owned Subsidiary shall not have occurred a lesser percentage of ownership in the Person formed by such merger or consolidation than such direct owner had in the non-wholly owned Subsidiary prior to the merger or consolidation, and (z) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation shall be continuing that constitutes an Event of Default, a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), (x) any Subsidiary of the consolidation Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary of the Borrower; provided that the Person surviving such merger shall not materially and adversely affect be a Subsidiary of the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan DocumentBorrower; provided further that, and (iii) in the case of any merger or consolidation to which such Borrower a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent Subsidiary Guarantor and (2y) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or any other Person provided that the Borrower is the Person surviving such merger; (iii) any Subsidiary of the Borrower may merge into or consolidate with or into (x) another the Borrower; provided that the Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) is the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, corporation; and (2iv) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in any sale or other disposition permitted under Section 5.02(e) (other than clause (1ii) abovethereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary of the Borrower; provided, however, that notwithstanding anything herein to the contraryin each case, in immediately before and after giving effect thereto, no event Default shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)have occurred and be continuing.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (but excluding, for the avoidance of doubt, the following transactions: (w) any other transfer of cash, cash equivalents or marketable securities in the ordinary course of business, (x) any issuance by a Person of its own equity interests, (y) any transfer for security purposes that is permitted by Section 6.2.2 and (z) any casualty loss, governmental taking or similar disposition) (whether in one transaction or in a series of related transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of any Borrower or of any Borrower and its Subsidiaries (taken as a whole) to, any Person, or permit any of its Material Subsidiaries to do so unless so, except that (i) immediately after giving effect theretoany Subsidiary (other than any Company) may merge or consolidate with or into, no event shall have occurred or transfer, convey or dispose of assets to, any other Person so long as such transaction or series of related transactions does not result in the transfer, conveyance or other disposal of all or substantially all of the assets (whether now owned or hereafter acquired) of any Borrower or of any Borrower and be continuing that constitutes an Event of Defaultits Subsidiaries (taken as a whole), (ii) any of the consolidation Companies and any Material Subsidiary may merge into or merger shall not materially and adversely affect transfer, convey or dispose of assets to any Person in a transaction in which a Company or a Material Subsidiary is the ability of surviving or transferee entity (provided that any such Borrower (transaction involving a Company must result in a Company as the surviving or its successor by merger or consolidation as contemplated by clause (A) of this subsection (ctransferee entity)) to perform its obligations hereunder or under any other Loan Document, and (iii) in Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the case sole purpose of any merger or consolidation to which such Borrower is a party, changing the Person formed by such consolidation or into which such Borrower state of incorporation of Harley if the surviving corporation shall be merged shall (1) expressly assume such Borrower’s obligations the liabilities of Harley under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2iv) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower Guarantor may merge with or into or consolidate with or into a Person (xother than a Borrower) another Borrower or into in a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (transaction in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE)Guarantor is the surviving entity; provided, in each case case, that no Unmatured Default shall have occurred and be continuing at the time of clauses (A) and (B), if (1) the surviving Person, transferee such proposed transaction or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, would result after giving effect thereto and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries in respect of dispositions of inventory, cash or obsolete, used or surplus equipment or other Property in the ordinary course of business or in respect of any Permitted Finance Receivables Securitization and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries from selling or disposing of any Property the contemplated disposition of which Harley has disclosed in any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with or furnished to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately Commission prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Closing Date.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (but excluding, for the avoidance of doubt, the following transactions: (w) any other transfer of cash, cash equivalents or marketable securities in the ordinary course of business, (x) any issuance by a Person of its own equity interests, (y) any transfer for security purposes that is permitted by Section 6.2.2 and (z) any casualty loss, governmental taking or similar disposition) (whether in one transaction or in a series of related transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of any Borrower or of any Borrower and its Subsidiaries (taken as a whole) to, any Person, or permit any of its Material Subsidiaries to do so unless so, except that (i) immediately after giving effect theretoany Subsidiary (other than any Company) may merge or consolidate with or into, no event shall have occurred or transfer, convey or dispose of assets to, any other Person so long as such transaction or series of related transactions does not result in the transfer, conveyance or other disposal of all or substantially all of the assets (whether now owned or hereafter acquired) of any Borrower or of any Borrower and be continuing that constitutes an Event of Defaultits Subsidiaries (taken as a whole), (ii) any of the consolidation Companies and any Material Subsidiary may merge into or merger shall not materially and adversely affect transfer, convey or dispose of assets to any Person in a transaction in which a Company or a Material Subsidiary is the ability of surviving or transferee entity (provided that any such Borrower (transaction involving a Company must result in a Company as the surviving or its successor by merger or consolidation as contemplated by clause (A) of this subsection (ctransferee entity)) to perform its obligations hereunder or under any other Loan Document, and (iii) in Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the case sole purpose of any merger or consolidation to which such Borrower is a party, changing the Person formed by such consolidation or into which such Borrower state of incorporation of Harley if the surviving corporation shall be merged shall (1) expressly assume such Borrower’s obligations the liabilities of Harley under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (Aiv) any Borrower Guarantor may merge with or into or consolidate with or into a Person (xother than a Borrower) another Borrower or into in a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (transaction in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of Guarantor is the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE)surviving entity; provided, in each case case, that no Unmatured Default shall have occurred and be continuing at the time of clauses (A) and (B), if (1) the surviving Person, transferee such proposed transaction or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, would result after giving effect thereto and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries in respect of dispositions of inventory, cash or obsolete, used or surplus equipment or other Property in the ordinary course of business or in respect of any Permitted Finance 72 Receivables Securitization and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries from selling or disposing of any Property the contemplated disposition of which Harley has disclosed in any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with or furnished to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately Commission prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Closing Date.

Mergers, Etc. Merge with or into or consolidate with or into into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower Guarantor may merge with or into or consolidate with or into (x) another Borrower transfer assets to or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned acquire assets from any other Subsidiary of FEthe Guarantor; and (ii) or (y) a wholly-owned any Subsidiary of another Borrower the Guarantor may merge into or transfer assets to the Borrower; and (in which case only such other Borrower will continue as a Borrower hereunder), and (Biii) the Guarantor or any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE)Guarantor may merge, in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person; provided that in each case, immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Section 7.01 after giving effect to such transaction, on a pro forma basis for the foregoingperiod of four consecutive fiscal quarters of the Guarantor then most recently ended, nothing as if such transaction had occurred on the first day of such period, and, for purposes of compliance with Section 7.02 after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor's fiscal quarter then most recently ended); (B) in this Section 5.03(c) shall restrict any merger or consolidation the case of any Unregulated Subsidiary merger, consolidation or transfer of assets to which the Borrower is a party (other than a merger, consolidation or transfer of assets between the Borrower and the Guarantor), the Borrower shall be the continuing or surviving corporation; (C) in connection with any sale, transfer or other disposition the case of any equity interests merger, consolidation or transfer of assets between the Borrower and the Guarantor, the Guarantor shall have assumed all of the obligations of the Borrower under and in or assets respect of the Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such Unregulated Subsidiary to any Person that is not an Affiliate opinions of counsel and other supporting documents as they may reasonably require; (D) in the case of any Borrower merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party (other than a merger, consolidation or transfer of assets between such Person and a Credit Party), NIPSCO or Columbia, as the case may be, shall be the continuing or surviving corporation; (E) in the case of any merger, consolidation or transfer of assets to which the Guarantor is a transaction permitted under Section 5.03(a)party, the Guarantor shall be the continuing or surviving corporation; and (F) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Moody's.

Mergers, Etc. Merge or consolidate with or into or enter into any agreement to merge or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless Person except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any the Borrower may transfer all engage in a merger or substantially all consolidation with any one or more other wholly-owned Subsidiaries of its assets and liabilities to another Borrower, to the Borrower if the surviving corporation is a wholly-owned Subsidiary of another the Borrower (A) that has executed the Guaranty and (B) all the stock of which is held by the Agent in which case only such other Borrower will continue as pledge pursuant to the Collateral Documents; (ii) a Borrower hereunder) or to a newlynon-formed Person to which all or substantially all wholly-owned Subsidiary of the assets and liabilities of Borrower may engage in a merger or consolidation with any one or more Borrowers are being transferred other non-wholly- owned Subsidiaries of the Borrower; provided that the surviving corporation is a Subsidiary of the Borrower, (which Person will become A) that has executed the Guaranty and (B) the stock of which, to the extent owned by the Borrower or any Subsidiary thereof, is held by the Agent in pledge pursuant to the Collateral Documents; and provided further that, after giving effect to any such merger or consolidation, (1) the Borrower shall, directly or indirectly, own an equity interest in the surviving corporation substantially equivalent in aggregate value to its prior equity interests in the non-wholly-owned Subsidiaries party to such merger or consolidation, and (2) the surviving corporation shall satisfy the Retained Interest Criteria as if such merger or consolidation had been a Borrower hereunder and Retained Interest Sale; (iii) a wholly-owned Subsidiary of FEthe Borrower may engage in a merger or consolidation in connection with an acquisition permitted under Section 5.03(c)(xi) or Section 5.03(c)(xii), in each case but only if the surviving corporation is a wholly-owned Subsidiary of clauses the Borrower (A) that has executed the Guaranty and (B), if (1) all the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and stock of which is held by the other Loan Documents Agent in pledge pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, Collateral Documents; and (2iv) the Reference Ratings a Subsidiary of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was may engage in a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary if the purpose and effect thereof is solely to any Person that is not an Affiliate of any Borrower in consummate a transaction permitted under Section 5.03(a5.03(b)(iv), Section 5.03(b)(v) or Section 5.03(b)(vi).

Mergers, Etc. Merge or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, except that (i) the Borrower may merge or consolidate with or into any other Person, or permit any of its Subsidiaries to do Person so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation long as contemplated by clause (A) the Borrower is the surviving corporation or, (B) if it is not the surviving entity, (x) the surviving entity shall have assumed all of the obligations of the Borrower under this subsection Agreement pursuant to documentation reasonably satisfactory to the Agent and shall thereafter be deemed to be the Borrower for all purposes hereunder, (c)y) immediately following the closing date of such consolidation or merger, the surviving entity shall have senior long-term unsecured debt ratings from at least two nationally recognized rating agencies that are at least equal to perform its obligations hereunder the Borrower’s ratings immediately preceding the closing date of such consolidation or under merger, but in any other Loan Documentevent such rating shall not be lower than BBB- by S&P or lower than Baa3 by Xxxxx’x, and (iiiz) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower surviving entity shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be an entity organized or existing under the laws of a State of the United States or States, any state thereof, the District of Columbia. Without limiting the foregoing, (A) Columbia or any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder)territory thereof, and (Bii) any and the Borrower may transfer all convey, transfer, lease or substantially all otherwise dispose of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person, so long as (A) such other Person shall have assumed all of the foregoing, nothing in obligations of the Borrower under this Section 5.03(cAgreement pursuant to documentation reasonably satisfactory to the Agent and shall thereafter be deemed to be the Borrower for all purposes hereunder (B) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets immediately following the closing date of such Unregulated Subsidiary consolidation or merger, the acquiring entity shall have senior long-term unsecured debt ratings from at least two nationally recognized rating agencies that are at least equal to the Borrower’s ratings immediately preceding the closing date of such conveyance, but in any Person event no such rating shall be lower than BBB- by S&P or lower than Baa3 by Xxxxx’x, transfer, lease or disposition and (C) the acquiring entity shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof; provided that, in all cases, that is not an Affiliate no Default shall have occurred and be continuing at the time of any Borrower in a such proposed transaction permitted under Section 5.03(a)or would result therefrom.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so so, unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such the Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such the Borrower is a party, the Person formed by such consolidation or into which such the Borrower shall be merged shall (1) assume such the Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any the Borrower may merge with or into or consolidate with or into (x) another Borrower a Significant Subsidiary or into a newly-formed Person into which one or more Borrowers Significant Subsidiaries are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a the Borrower hereunder), and (B) any the Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Significant Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers Significant Subsidiaries are being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FEhereunder), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a the Borrower hereunder, as applicable, assumes such the Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each the Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- by S&P and Baa3Baa3 by Xxxxx’x, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any the Borrower or any Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any the Borrower or any Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any the Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or into or consolidate with or into any other Person, or permit any sell, lease or otherwise dispose of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation whether in one transaction or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2series of transactions) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (any such transaction, to a wholly-owned “consolidation”); provided that (a) any Restricted Subsidiary of another Borrower may (i) participate in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses consolidation with (A) and the Borrower (provided that the Borrower shall be the continuing or surviving corporation), (B), ) any other Restricted Subsidiary (provided that if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was Guarantor is a party to such transactions immediately prior transaction, the survivor is a Guarantor or becomes a party to the consummation of such transactionsGuaranty Agreement as a Guarantor) or (C) subject to compliance with Section 9.14, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated other Subsidiary or (yii) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated a Guarantor or a Person that becomes a party to the Guaranty Agreement as a Guarantor; (b) the Borrower or any Restricted Subsidiary may participate in a consolidation (other than as described in clause (a) above) if (i) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom and (ii) the Borrower or such Restricted Subsidiary. Notwithstanding , as the foregoingcase may be, nothing in this Section 5.03(c) shall restrict any merger is the surviving entity or consolidation the recipient of any Unregulated Subsidiary in connection with any such sale, transfer lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower or any equity interests in Guarantor from any of its obligations under this Agreement or any other Loan Document; (c) any sale of all or substantially all of the assets of any Restricted Subsidiary provided that such Unregulated sale is permitted by Section 9.12(d); and (d) any Subsidiary to any Person that may liquidate or dissolve if (i) the continued existence and operation of such Subsidiary is no longer in the best interests of the Borrower and its Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such liquidation and dissolution is not an Affiliate of disadvantageous in any Borrower in a transaction permitted under Section 5.03(a)material respect to the Lenders, and (iii) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such the Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such the Borrower is a party, the Person formed by such consolidation or into which such the Borrower shall be merged shall (1) assume such the Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any the Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are the Borrower is being merged or consolidated (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any the Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are the Borrower is being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FEthe existing Borrower), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a the Borrower hereunder, as applicable, hereunder assumes such the Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each the Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge with or The Borrower will not, and will not permit any of the Restricted Subsidiaries to, merge into or consolidate with or into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of its (in one transaction or in a series of transactions) all or a substantial portion of the Borrower's consolidated assets, or all or a substantial portion of the stock of all of the Restricted Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, unless (a) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and (b) after giving effect to any such transaction, the business, taken as a whole, of the Borrower and the Restricted Subsidiaries shall not have been altered in a fundamental and substantial manner from that conducted by them, taken as a whole, immediately prior to do so unless the Effective Date, provided that (i) if the Borrower is not the survivor of any such consolidation or merger involving the Borrower, (A) the Borrower, at the time thereof and immediately after giving effect thereto, no event shall be in compliance on a pro forma basis with the financial covenants contained in Section 6.01 as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of the most recently completed four fiscal quarters of the Borrower for which financial statements have occurred and be continuing that constitutes an Event been delivered pursuant to Section 5.01 (as demonstrated by delivery to the Administrative Agent of Defaulta certificate of a Responsible Officer to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger), (iiB) the surviving Person of such consolidation or merger shall not materially expressly assume all of the Borrower's rights and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Credit Documents pursuant to which it is a party in a writing documentation reasonably satisfactory in form and substance to the Administrative Agent and (2) shall thereafter be organized under deemed to be the laws of a State of the United States or the District of Columbia. Without limiting the foregoingBorrower for all purposes hereunder, (AC) any Borrower may merge with such consolidation or into or consolidate with or into (x) another Borrower or into merger will not result in a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (Change in which case only such other Borrower will continue as a Borrower hereunder), Control and (BD) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder shall have received such legal opinions and Governmental Authority approvals required certificates in connection with such transactions therewith as it may reasonably request and legal opinions of counsel to such parties relating to such transactions and (ii) the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event Borrower shall (x) any Borrower not liquidate or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)dissolve.

Mergers, Etc. Merge The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, divide or merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation divide or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or into Transfer (xwhether in one transaction or in a series of transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (whether now owned or hereafter acquired) (any such transaction, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE“consolidation”), or liquidate or dissolve; provided that (a) any Restricted Subsidiary (other than the Borrower) may participate in each case of clauses a consolidation with the Borrower or the Parent (A) and (Bprovided that the Borrower or the Parent shall be the continuing or surviving entity), if (1b) any Restricted Subsidiary (other than the Borrower) that does not own any Proved Oil and Gas Property, commodity Swap Agreements or any Equity Interests in a Subsidiary that directly or indirectly owns any Proved Oil and Gas Property or commodity Swap Agreements may participate in a liquidation, (c) the Borrower or any Restricted Subsidiary may participate in a consolidation with another Restricted Subsidiary (provided that the Borrower is the continuing or surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a entity if party to such transactions immediately prior to consolidation), (d) the consummation Borrower or any Restricted Subsidiary may participate in a consolidation with another Person that was first designated a Restricted Subsidiary (and which designation constituted an “Investment” and was permitted by Section 9.05) at the time of such transactionsconsolidation; provided that (i) if the Borrower is party to such consolidation, unless the Reference Ratings of Borrower must be the continuing or surviving entity and (ii) if a Restricted Subsidiary is party to such consolidation, such Restricted Subsidiary must be the continuing or surviving or resulting Borrower are at least BBB- and Baa3entity, and (3e) the parties to such transaction deliver to Borrower may consummate the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required Colgate Merger in connection accordance with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to Colgate Merger Agreement on the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Colgate Merger Effective Date.

Mergers, Etc. Merge with or into or consolidate with or into into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower Guarantor may merge with or into or consolidate with or transfer assets to or acquire assets from any other Subsidiary of the Guarantor; and (ii) any Subsidiary of the Guarantor may merge into (x) another the Guarantor or the Borrower or into a newly-formed Person into which one transfer assets to the Borrower; and (iii) the Guarantor or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned any Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder)the Guarantor may merge, and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person; provided that in each case, immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Section 7.01 after giving effect to such transaction, on a pro forma basis for the foregoingperiod of four consecutive fiscal quarters of the Guarantor then most recently ended, nothing as if such transaction had occurred on the first day of such period, and, for purposes of compliance with Section 7.02 after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor's fiscal quarter then most recently ended); (B) in this Section 5.03(c) shall restrict any merger or consolidation the case of any Unregulated Subsidiary merger, consolidation or transfer of assets to which the Borrower is a party (other than a merger, consolidation or transfer of assets between the Borrower and the Guarantor), the Borrower shall be the continuing or surviving corporation; (C) in connection with any sale, transfer or other disposition the case of any equity interests merger, consolidation or transfer of assets between the Borrower and the Guarantor, the Guarantor shall have assumed all of the obligations of the Borrower under and in or assets respect of the Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such Unregulated Subsidiary to any Person that is not an Affiliate opinions of counsel and other supporting documents as they may reasonably require; (D) in the case of any Borrower merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party (other than a merger, consolidation or transfer of assets between such Person and a Credit Party), NIPSCO or Columbia, as the case may be, shall be the continuing or surviving corporation and shall be a Wholly-Owned Subsidiary of the Guarantor; (E) in the case of any merger, consolidation or transfer of assets to which the Guarantor is a transaction permitted under Section 5.03(a)party, the Guarantor shall be the continuing or surviving corporation; and (F) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Xxxxx'x.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any other Person, or permit any of its Subsidiaries to do so unless so, except that (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (csubject to Section 5.01(l)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower wholly owned Subsidiary of TRS may merge with or into or consolidate with or into (x) another Borrower into, or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary dispose of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrowerto, to a wholly-any other wholly owned Subsidiary of another Borrower TRS or (in which case only such other Borrower will continue as a Borrower hereunderB) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-any wholly owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary TRS may merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer dispose of all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding TRS (with TRS being the foregoingsurviving entity), nothing (ii) subject to Section 5.01(l), (A) any wholly owned Subsidiary of RFR may merge or consolidate with or into, or dispose of all or substantially all of its assets to, any other wholly owned Subsidiary of RFR or (B) any wholly owned Subsidiary of RFR may merge into or dispose of all or substantially all of its assets to RFR (with RFR being the surviving entity), (iii) Rayonier (prior to any Additional Borrower Effective Date) or any Additional Borrower (after any Additional Borrower Effective Date) may merge with any other Person (including TRS and RFR), provided in this each case that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and, in the case of any merger to which Rayonier or such Additional Borrower is a party, (w) Rayonier or such Additional Borrower, as the case may be, is the surviving corporation, (x) after giving effect to the consummation of such merger, Rayonier shall be in compliance with the covenants set forth in Section 5.03(c5.05 (calculated on a pro forma basis, as of the date of the consummation of such merger), (y) the RFR Subsidiary Guarantee Agreement (in the event of merger with RFR) or the TRS Subsidiary Guarantee Agreement (in the event of merger with TRS) shall restrict any merger or consolidation remain in full force and the respective Subsidiary Guarantors shall continue to guarantee obligations of any Unregulated Subsidiary Rayonier hereunder and under other Loan Documents, and (z) Rayonier and its Subsidiaries shall be in connection with any salethe same line of business as conducted by them immediately prior to such merger, and (iv) Rayonier may transfer or other disposition all of any equity interests in or its assets of such Unregulated Subsidiary and properties to any Person that is not an Affiliate of any Additional Borrower in a transaction permitted under Section 5.03(a)on the Additional Borrower Effective Date.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose (including by means of a Division) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect theretoany Subsidiary of the Borrower may merge or consolidate with or into, no event shall have occurred and be continuing that constitutes an Event or dispose (including by means of Defaulta Division) of assets to, any other Subsidiary of the Borrower or the Borrower; (ii) the consolidation Borrower may merge or merger shall not materially and adversely affect the ability of such Borrower (consolidate with or its successor by merger or consolidation into any other Person so long as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a partythe surviving Person or (B) if the Borrower is not the surviving Person, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing surviving Person shall assume, by agreement reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoingRequired Lenders, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets rights and liabilities obligations of one or more Borrowers are being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant Documents, (2) such surviving Person shall have delivered to the Administrative Agent (x) an instrument in form officer’s certificate stating that such surviving Person’s obligations under this Agreement are enforceable and substance reasonably satisfactory to (y) if requested by the Administrative Agent, (2) the Reference Ratings an opinion of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior counsel to the consummation of effect that such transactions, unless the Reference Ratings of merger or consolidation does not violate this Agreement or any other Loan Document and that such surviving or resulting Borrower Person’s obligations under this Agreement are at least BBB- and Baa3, enforceable and (3) the parties to such transaction deliver to Administrative Agent shall have received the information and documentation reasonably requested by the Administrative Agent certified copies of all corporate or limited liabilityany Lender, equity holder and Governmental Authority approvals required in connection each case with such transactions and legal opinions of counsel respect to such parties relating to such transactions surviving Person, for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the assumption agreement described in clause Beneficial Ownership Regulation (1) above; providedit being understood that, howeverif the foregoing are satisfied, that notwithstanding anything herein to such surviving Person will succeed to, and be substituted for, the contrary, in no event shall Borrower under this Agreement); (xiii) any Subsidiary of the Borrower or Significant Subsidiary may merge with or into or consolidate with or into any Unregulated Subsidiary another Person, or convey, transfer, lease or otherwise dispose (yincluding by means of a Division) any Borrower or Significant Subsidiary transfer of all or substantially all any portion of its assets to an Unregulated Subsidiary. Notwithstanding so long as (A) the foregoingconsideration received in respect of such merger, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any saleconsolidation, transfer conveyance, transfer, lease or other disposition of any equity interests in or assets is at least equal to the fair market value of such Unregulated Subsidiary assets and (B) no Material Adverse Effect would reasonably be expected to any Person result from such merger, consolidation, conveyance, transfer, lease or other disposition; provided, in the cases of clause (ii) hereof, that is not an Affiliate no Default shall have occurred and be continuing at the time of any Borrower in a such proposed transaction permitted under Section 5.03(a)or would result therefrom.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into it or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event any Subsidiary of Default, (ii) the consolidation Borrower may merge into or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under consolidate with any other Loan DocumentWholly Owned Subsidiary of the Borrower or may convey, and (iii) transfer or lease any or all of its assets to a Wholly Owned Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which such Borrower a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor, and such newly-created or acquired Subsidiary shall comply with the requirements of Section 5.01(i), except to the extent the Person so formed is not a New Material Subsidiary; provided further that, for the avoidance of doubt, nothing contained in this Section 5.02(d)(i) shall prohibit any Subsidiary from selling, transferring or otherwise conveying receivables (and related assets, as contemplated by Section 5.02(e)(vii)) to any Receivables Financing Subsidiary entity created (directly or indirectly) by the Borrower for purposes of entering into or consummating any receivables financing transaction permitted by Section 5.02(b)(iii)(H); (ii) any of the Borrower’s Subsidiaries may consolidate with or merge into the Borrower; provided that the Borrower is the surviving entity; and (iii) any of the Subsidiaries of the Borrower may (A) merge into or consolidate with, any other Person, or (B) convey, transfer or lease substantially all of its assets in compliance with Section 5.02(e) (other than clause (v) thereof) in a single transaction or series of related transactions to any other Person or (C) permit any other Person to merge into or consolidate with it; provided, in each case with respect to any merger or consolidation or conveyance, transfer or lease of substantially all of its assets, (I) the Person formed by such consolidation or into which such Borrower the Subsidiary shall be merged or assets shall (1) assume be conveyed, transferred or leased shall, at the effective time of such Borrower’s merger or consolidation or transfer or lease be Solvent, shall have assumed all obligations of such Subsidiary under this Agreement and the other Loan Documents any Subsidiary Guaranty to which it such Subsidiary is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent Required Lenders and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a such newly-formed Person into which one created or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned acquired Subsidiary shall comply with the requirements of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (ASection 5.01(i) and (B), if (1II) the surviving Person, transferee or Person otherwise specified above Borrower shall have caused to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and be delivered to the other Loan Documents pursuant to Administrative Agent an instrument in form and substance reasonably opinion of independent counsel satisfactory to the Administrative AgentAgent to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with the terms thereof; provided further that the provisions of the first proviso to this clause (iii) shall not apply to (x) the sale, transfer or other conveyance of any assets of the Borrower (including the Capital Stock of any Subsidiary of the Borrower), howsoever effected (including by way of merger or consolidation, sale of assets, lease, or otherwise) in a transaction permitted by Section 5.02(e)(vi), (2y) any transaction involving the Reference Ratings acquisition of a Person by a Subsidiary of the Borrower by merger or consolidation where the surviving or resulting entity shall be a Subsidiary of the Borrower are notunless, immediately after giving effect to such transactionsmerger or consolidation, the surviving entity constitutes a New Material Subsidiary and (z) any lower than sale, transfer or other conveyance of any assets to any Receivables Financing Subsidiary; provided that, with respect to this subclause (z), the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation sale, transfer or conveyance of such transactions, unless assets is permitted by the Reference Ratings provisions of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) abovethis Agreement; provided, however, that notwithstanding anything herein to the contraryin each case, in immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes a Default and (xB) any the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, as evidenced by a certificate of the chief financial officer (or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (ypersons performing similar functions) any of the Borrower or Significant Subsidiary transfer all or substantially all of its assets delivered to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of Administrative Agent demonstrating such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)compliance.

Mergers, Etc. Merge with No Loan Party shall enter into, any reorganization, consolidation, amalgamation, arrangement, winding-up, merger or into or consolidate with or other similar transaction (a “Merger”), except any Loan Party may enter into any other Person, or permit any of its Subsidiaries to do so unless such transaction if: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Default or Event of Default, Default exists or would result from such transaction; (ii) the consolidation or merger shall not materially Borrower provides reasonable advance notice thereof to the Lenders and adversely affect at the ability request of the Lenders the Borrower provides proforma calculations of the Minimum Liquidity and Consolidated Debt Service Coverage Ratio to show proforma compliance thereof after giving effect to such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and Merger; (iii) in the case of a transaction involving any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized Parent Guarantor incorporated under the laws of Canada or one of its Provinces or Territories, the continuing corporation is also a State limited liability corporation existing under the laws of Canada or one of its Provinces or Territories; (iv) the continuing corporation assumes the relevant Loan Parties’ obligations under the Loan Documents; (v) in the case of a transaction involving the Borrower, the Guarantor confirms that its guarantee continues to extend to the Obligations of the United States or Borrower; (vi) such transaction is on such terms, and carried out in such manner, as to preserve and not to impair, and to have no adverse effect on, any of the District rights and powers of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower Lender hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant Documents; (vii) prior to an instrument in form or contemporaneously with the completion of such transaction, the continuing corporation shall have executed and substance reasonably satisfactory delivered, or caused to have been executed and delivered, to the Administrative Agent, Lender such documents (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and including legal opinions of counsel to such parties relating the continuing corporation) as may, in the opinion of the Lender, acting reasonably, be necessary to such transactions and effect or establish the assumption agreement described matters in clause paragraphs (1i) through (v) above; provided, however, that notwithstanding and (viii) the business of the merged entity is consistent with the Primary Business. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer the acquisition by Canopy of all or substantially all a portion of its assets the shares of the Parent pursuant to an Unregulated Subsidiarythe Canopy Arrangement Agreement, which may be effected by the amalgamation of the Parent with a Subsidiary of Canopy, is not prohibited by this Agreement. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation Any reorganization of any Unregulated Subsidiary Loan Party in connection with any salesuch acquisition by Canopy shall be subject to the prior consent of the Lenders, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is which consent shall not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)be unreasonably withheld.

Mergers, Etc. Merge The Parent will not, and will not permit any Restricted Subsidiary to, merge into or with or into or consolidate with or into any other Person, or permit any sell, lease or otherwise dispose of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation whether in one transaction or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2series of transactions) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (whether now owned or hereafter acquired) any such transaction, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE“consolidation”), or liquidate or dissolve; provided that (a) any Restricted Subsidiary may (i) participate in each case of clauses a consolidation with (A) and the Parent (provided that the Parent shall be the continuing or surviving corporation), (B)) any other Restricted Subsidiary (provided that if a Guarantor is a party to such transaction, the survivor is a Guarantor or becomes a party to the Guaranty Agreement or U.S. Guaranty Agreement, as applicable, as a Guarantor) or (C) any other Subsidiary (provided that either (x) a Restricted Subsidiary shall be the continuing or surviving Person or (y) if an Unrestricted Subsidiary is the continuing or surviving Person, (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement representations and warranties of the other Parent and its Restricted Subsidiaries contained in each of the Loan Documents pursuant are true and correct on and as of such date as if made on and as of the date of such consolidation (or, if stated to have been made expressly as of an instrument in form earlier date, were true and substance reasonably satisfactory to the Administrative Agentcorrect as of such date), (2) the Reference Ratings of the surviving no Default or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, Global Borrowing Base Deficiency would exist and (3) the parties to such transaction deliver to Parent is in compliance with the Administrative Agent certified copies requirements of all corporate or limited liability, equity holder Section 8.13 and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1Section 8.15) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (yii) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated a Guarantor or a Person that becomes a party to the Guaranty Agreement or U.S. Guaranty Agreement, as applicable, as a Guarantor; (b) the Parent or any Restricted Subsidiary may participate in a consolidation (other than as described in clause (a) above) if, at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Global Borrowing Base Deficiency would result therefrom and, the Parent or such Restricted Subsidiary. Notwithstanding , as the foregoingcase may be, nothing in this Section 5.03(c) shall restrict any merger is the surviving entity or consolidation the recipient of any Unregulated Subsidiary in connection with any such sale, transfer lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Parent, the Borrower or any equity interests in Guarantor from any of its obligations under this Agreement, the U.S. Credit Agreement or any other Loan Document or U.S. Loan Document; (c) any sale of all or substantially all of the assets of any Restricted Subsidiary provided that such Unregulated sale is permitted by Section 9.10 or such sale is in connection with the Xxxxxxx Shale Transaction; and (d) any Restricted Subsidiary to any Person that may liquidate or dissolve if (i) the continued existence and operation of such Restricted Subsidiary is no longer in the best interests of the Parent and its Restricted Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Parent), (ii) such liquidation and dissolution is not an Affiliate of disadvantageous in any Borrower in a transaction permitted under Section 5.03(a)material respect to the Lenders, and (iii) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Global Borrowing Base Deficiency would result therefrom.

Mergers, Etc. Merge The Borrower will not, and will not permit any other Loan Party to, merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided, that so long as no Event of Default has occurred and is then continuing, (a) any Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the survivor) or any other Guarantor (provided that a Guarantor shall be the survivor, or if a Guarantor is not the survivor, such Person shall become a Guarantor substantially concurrently with the consummation of such consolidation) and (b) any Person may merge into (x) another the Borrower or into any Guarantor in connection with a newlyPermitted Equity Acquisition or any other Investment permitted hereunder; provided that (i) if such merger involves the Borrower, the Borrower shall be the continuing or surviving Person and (ii) if such merger involves a Guarantor, a Guarantor shall be the continuing or surviving Person. Notwithstanding anything to the contrary contained herein, the restrictions contained in this Section 9.11 shall not apply to the merger of a newly formed wholly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a owned Subsidiary of the Borrower hereunder and with Xxxxxxx Holdings, with Xxxxxxx Holdings surviving such merger as a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another the Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all accordance with the terms of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Xxxxxxx Merger Agreement.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect theretoany Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower; provided that (x) in the case of any such merger or consolidation to which a wholly-owned Subsidiary is a party, no event the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower, (y) in the case of any such merger or consolidation to which a non-wholly owned Subsidiary is a party, the direct owner of such non-wholly owned Subsidiary shall not have occurred a lesser percentage of ownership in the Person formed by such merger or consolidation than such direct owner had in the non-wholly owned Subsidiary prior to the merger or consolidation, and (z) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation shall be continuing that constitutes an Event of Default, a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the consolidation Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary of the Borrower; provided that the Person surviving such merger shall not materially and adversely affect be a Subsidiary of the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan DocumentBorrower; provided further that, and (iii) in the case of any merger or consolidation to which such Borrower a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation or into which such Borrower shall be merged shall a Subsidiary Guarantor; and (1iii) assume such Borrower’s obligations in connection with any sale or other disposition permitted under this Agreement and the Section 5.02(e) (other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and than clause (2ii) be organized under the laws of a State thereof), any Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with any other Person or permit any other Person to merge into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned consolidate with such Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another the Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contraryin each case, in immediately before and after giving effect thereto, no event Default shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)have occurred and be continuing.

Mergers, Etc. Merge with or into or consolidate with or into into, liquidate or dissolve, or convey, sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) any domestic Subsidiary of the Borrower may merge or consolidate with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with any one or more other Subsidiaries of the Borrower (provided that no Subsidiary Guarantor or the Borrower may merge or consolidate with or into ASC, New Albertsons or the Borrower if the aggregate book value of the assets of such Persons being merged or consolidated is in excess of the Interco Disposition Amount), (ii) the Borrower or any Subsidiary of the Borrower may convey, sell, transfer, lease or otherwise dispose of any of its assets to the Borrower or any Subsidiary of the Borrower, as the case may be (provided that no Subsidiary Guarantor or the Borrower may transfer, lease or otherwise dispose of any of its assets (other than Equity Interests) to ASC, New Albertsons or the Borrower if the aggregate book value of such assets being transferred, leased or otherwise disposed is in excess of the Interco Disposition Amount), (iii) the Borrower or any Subsidiary of the Borrower may merge with any other Person that is not the Borrower or any Subsidiary of the Borrower, provided that the Borrower or, in the case of any Subsidiary, a Subsidiary, shall be the continuing or surviving Person, and the Borrower shall be in compliance on a pro forma basis after giving effect to such merger, with the covenants contained in Sections 5.02(e) and (f), recomputed as at the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements are available, as if such merger (and any related incurrence or repayment of Debt) had occurred on the first day of each relevant period for testing such compliance, (iv) the Borrower and its Subsidiaries may engage in transactions permitted by Section 5.02(c), 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, in the case of each transaction permitted under this Section 5.02(b), at the time of such proposed transaction and immediately after giving effect theretoto such proposed transaction, no event Default shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)continuing.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event any Subsidiary of Default, (ii) the consolidation Borrower may merge into or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under consolidate with any other Loan DocumentSubsidiary of the Borrower, and (iii) provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which such Borrower a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation or into which such Borrower shall be merged shall a Subsidiary Guarantor; (1ii) assume such Borrower’s obligations in connection with any acquisition permitted under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Section 5.02(f), any Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (x) another Borrower the Person surviving such merger shall be a wholly owned direct or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned indirect Subsidiary of FE) or the Borrower and (y) a wholly-owned Subsidiary in the case of another Borrower (in which case only any such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all merger or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person consolidation to which all a Subsidiary Guarantor is a party, the Person formed by such merger or substantially all of the assets and liabilities of one or more Borrowers are being transferred consolidation shall be a Subsidiary Guarantor; (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (Aiii) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in any sale or other disposition permitted under Section 5.02(e) (other than clause (1ii) abovethereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) any of the Borrower's Subsidiaries may merge into the Borrower; provided that the Person surviving such merger shall be the Borrower. provided, however, that notwithstanding anything herein to the contraryin each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing and, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation case of any Unregulated Subsidiary in connection with any salesuch merger to which the Borrower is a party, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that the Borrower is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)the surviving corporation.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any other Person, or permit any of its Subsidiaries to do so unless so, except that (i) any Subsidiary of the Company may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of the Company, (ii) any Subsidiary of the Company may merge into or dispose of assets to the Company and the Company or any of its Subsidiaries may merge with any other Person so long as the Company or any of its Subsidiaries is the surviving corporation; (iii) the Company or any of its Subsidiaries may exchange Telephone Assets for Telephone Assets of any other Person, for the purpose of consolidating the Telephone Assets of the Company or such Subsidiary, to the extent of the greater of the book value and the fair market value (as determined in good faith by the Board of Directors of the Company or such Subsidiary) of the Telephone Assets obtained by the Company or such Subsidiary as a result of such exchange; (iv) the Company or any of its Subsidiaries may sell any and all investments owned by it that constitute minority interests in other Persons, provided that the aggregate book value of all such investments so sold by the Company and its Subsidiaries does not exceed $1,000,000,000; (v) the Company or any of its Subsidiaries may sell accounts receivable with or without recourse; and (vi) the Company and any of its Subsidiaries may sell, lease, transfer or otherwise dispose of its non-current assets (in addition to sales, transfers or other dispositions permitted by clauses (iii), (iv) and (v) above), provided that the excess of (A) the aggregate book value of all such assets so sold, leased, transferred or otherwise disposed of over (B) liabilities associated with such assets for which neither the Company nor any of its Subsidiaries are liable immediately after giving effect theretoany such sale, transfer, or other disposition does not exceed $1,700,000,000 for the period from December 31, 1997 through the Revolver Termination Date, provided further, in each case, that no event Default shall have occurred and be continuing that constitutes an Event of Default, (ii) at the consolidation or merger shall not materially and adversely affect the ability time of such Borrower (proposed transaction or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)would result therefrom.

Mergers, Etc. Merge The Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or into sell, lease or otherwise dispose of (xwhether in one transaction or in a series of related transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets Property to any other Person (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”) or divide; provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and liabilities to another Borroweris continuing or would result therefrom, to a wholly-owned any Restricted Subsidiary of another the Borrower (may participate in a consolidation with the Borrower in a transaction in which case only such the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) after giving effect thereto, the Credit Parties are in compliance with Section 8.14, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower will continue as a Borrower hereunder) or to a newlySubsidiary Guarantor, (d) any Restricted Subsidiary may wind-formed Person to which all or substantially all up if the Borrower determines in good faith that such wind-up is in the best interests of the assets Borrower and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) is not materially disadvantageous to the Lenders and (B)i) with respect to any Subsidiary Guarantor, if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver provides written notice to the Administrative Agent certified copies of all corporate not less than five (5) days (or limited liabilityless, equity holder and Governmental Authority approvals required as the Administrative Agent may agree in connection with such transactions and legal opinions of counsel its sole discretion) prior to such parties relating to such transactions and wind-up, (ii) distributes all Property of the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein entity subject of the wind-up to the contraryBorrower or another Restricted Subsidiary, and (iii) complies in no event shall all respects with all covenants and agreements in the Loan Documents to provide the Administrative Agent with perfected first-priority liens (xsubject to Excepted Liens) on all Property so distributed, (e) any Borrower or Significant Restricted Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing that is not a Guarantor may participate in this Section 5.03(c) shall restrict any a merger or consolidation of any Unregulated Subsidiary in connection with any saleother Restricted Subsidiary; provided that if any Guarantor participates in such merger or consolidation, transfer or other disposition of any equity interests a Guarantor shall be the surviving Person; and (f) Credit Parties and their Restricted Subsidiaries may engage in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction Dispositions permitted under by Section 5.03(a)9.11.

Mergers, Etc. Merge Each of the Parent and the Borrower will not, and will not permit any of its Subsidiaries to, merge into or with or into or consolidate with or into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Subsidiaries Property to do any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that, so unless long as no Default has occurred and is then continuing, (a) any Wholly-Owned Subsidiary Guarantor may participate in a consolidation with the Borrower (provided that the Borrower shall be the survivor) or any other Wholly-Owned Subsidiary Guarantor; (b) the Borrower may consolidate with the Parent to effectuate an IPO, but only with the prior written consent of all Lenders, such consent not to be unreasonably withheld; provided further that (i) immediately after giving effect thereto, no event the survivor of such consolidation (the “Successor Borrower”) shall have occurred and be continuing that constitutes an Event organized under the laws of Default, a state of the United States; (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Successor Borrower shall be merged shall (1) expressly assume such Borrower’s all obligations under this Agreement and the other Loan Documents, and each mortgagor, pledgor, grantor, guarantor or other obligor under the Loan Documents shall expressly ratify and confirm its obligations under the Loan Documents, in each case, pursuant to which it is a party in a writing reasonably satisfactory documentation in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent; (iii) the Administrative Agent shall have received such other agreements (including amendments or amendments and restatements of the Loan Documents), instruments, certificates, legal opinions and other documents as it may reasonably request to ensure the continued enforceability of the Loan Documents, the validity and continued perfection of all Liens under the Loan Documents, the assumption, confirmation and ratification of all obligations of the Successor Borrower and the other obligors under the Loan Documents, and otherwise in connection with the consolidation, the IPO and the transactions contemplated thereby, (2iv) the Reference Ratings of the surviving or resulting Borrower are not, both before and after giving effect to such transactionsthereto, any lower than the Reference Ratings no Borrowing Base Deficiency, Default or Event of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving Default exists or resulting Borrower are at least BBB- and Baa3, would result therefrom; and (3v) the parties to such transaction deliver to Successor Borrower shall be in pro forma compliance with the Administrative Agent certified copies of all corporate or limited liability, equity holder covenants contained in Section 9.01; and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and (c) the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) Loan Parties may make any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Disposition permitted by Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)9.12.

Mergers, Etc. Merge Such Loan Party will not, and will not permit any Subsidiary to: (a) merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) except the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower Guarantor may merge with or into or consolidate with or into any of its Subsidiaries, provided that immediately after giving effect thereto, (xA) another Borrower no event shall occur and be continuing that constitutes a Default or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary an Event of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder)Default, and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) Guarantor is the surviving corporation and (B), if (1C) the surviving Person, transferee Guarantor shall not be liable with respect to any Debt or Person otherwise specified above allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations subject to under this Agreement and the or any other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to Document on the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation date of such transactions, unless the Reference Ratings transaction; or (b) permit any of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties its Subsidiaries to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated other Person, except that any such Subsidiary may merge with or into any other Person, provided that immediately after giving effect thereto, (yA) the surviving corporation is a Subsidiary of the Guarantor and if one of the parties to the merger is the Borrower, the Borrower is the survivor thereof, (B) no event shall occur and be continuing that constitutes a Default or an Event of Default and (C) neither the Guarantor nor any Borrower or Significant Subsidiary transfer all or substantially all of its assets Subsidiaries shall be liable with respect to an Unregulated Subsidiaryany Debt 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 or any other Loan Document on the date of such transaction. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation the Borrower may merge into the Guarantor with the Guarantor as the survivor thereof so long as the Guarantor assumes all of any Unregulated Subsidiary in connection with any salethe Obligations under the same terms as those existing under the Loan Documents. At Guarantor’s cost, transfer or other disposition of any equity interests in or assets prior to consummation of such Unregulated Subsidiary merger, the Loan Parties shall have delivered to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)the Administrative Agent all assumption documents approved by the Administrative Agent to evidence such assumption.

Mergers, Etc. Merge or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, except that, so long as no Default shall have occurred and be continuing at the time of any such proposed transaction or would result therefrom: (i) the Borrower may merge or consolidate with or into any other Person, or permit any of its Subsidiaries to do Person so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation long as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a partythe surviving corporation or, (B) if it is not the Person formed by surviving entity, (w) the surviving entity shall have assumed all of the obligations of the Borrower under this Agreement pursuant to documentation reasonably satisfactory to the Agent and shall thereafter be deemed to be the Borrower for all purposes hereunder, (x) immediately following the closing date of such consolidation or into which merger, the surviving entity shall have senior long-term unsecured debt ratings from at least two nationally recognized rating agencies that are at least equal to the Borrower’s ratings immediately preceding the closing date of such Borrower consolidation or merger, but in any event such rating shall not be lower than BBB- by S&P or lower than Baa3 by Xxxxx’x, (y) the surviving entity shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be an entity organized or existing under the laws of a State of the United States or States, any state thereof, the District of Columbia. Without limiting Columbia or any territory thereof and (z) each of the foregoingAgent and the Lenders shall have received from the surviving entity all documentation and other information reasonably requested by the Agent or any Lender (through the Agent) required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder)including without limitation the Patriot Act, and (Bii) any and the Borrower may transfer all convey, transfer, lease or substantially all otherwise dispose of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person, so long as (A) such other Person shall have assumed all of the foregoing, nothing in obligations of the Borrower under this Section 5.03(cAgreement pursuant to documentation reasonably satisfactory to the Agent and shall thereafter be deemed to be the Borrower for all purposes hereunder (B) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets immediately following the closing date of such Unregulated Subsidiary consolidation or merger, the acquiring entity shall have senior long-term unsecured debt ratings from at least two nationally recognized rating agencies that are at least equal to the Borrower’s ratings immediately preceding the closing date of such conveyance, but in any Person that is not event no such rating shall be lower than BBB- by S&P or lower than Baa3 by Xxxxx’x, transfer, lease or disposition, (C) the acquiring entity shall be an Affiliate entity organized or existing under the laws of the United States, any Borrower in a transaction permitted under Section 5.03(a)state thereof, the District of Columbia or any territory thereof and (D) each of the Agent and the Lenders shall have received from the acquiring entity all documentation and other information reasonably requested by the Agent or any Lender (through the Agent) required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.

Mergers, Etc. Merge with or into or consolidate with or into Neither Borrower nor any other Person, or permit any Subsidiary of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws directly or indirectly, by operation of a State of the United States law or the District of Columbia. Without limiting the foregoingotherwise, (A) any Borrower may merge with or into or with, consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder)with, and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which acquire all or substantially all of the assets or capital stock of, or otherwise combine with, any Person or form any Subsidiary, except that so long as no Default or Event of Default shall have occurred and liabilities be continuing or would result after giving effect thereto: (i) any Domestic Subsidiary may be merged with and into any other Domestic Subsidiary or Borrower upon not less than thirty (30) days' prior written notice to Agent and delivery to Agent of one executed UCC-1 financing statements and such other documents and filings as may be necessary or more Borrowers appropriate to maintain Agent's perfected security interest in the Collateral; (ii) upon not less than thirty (30) days prior written notice to Agent, Borrower may form additional Domestic Subsidiaries if necessary to prudently manage or reduce state or local tax liabilities; provided that if assets with a value in excess of $25,000 are being contributed to the capital of or otherwise transferred to such Subsidiary, it shall within ten (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses 10) days thereafter (A) become a Guarantor Subsidiary, (B) become a party to the Domestic Subsidiaries Guaranty, the Security Agreement and the Guarantor Contribution Agreement and (C) shall execute and deliver to Agent executed UCC-1 financing statements and such other documents and filings as may be necessary to obtain a first priority perfected security interest in any Collateral of that Domestic Subsidiary; and (iii) upon not less than ten (10) days' prior written notice to Agent, Borrower may form a Domestic Subsidiary for the purpose of acquiring the finished goods bearing Borrower's brand name from a distributor of Borrower the distributor agreement of which has been terminated by Borrower or such distributor or which distributor is insolvent and is likely to sell those finished goods at distressed prices, and such Domestic Subsidiary may acquire those finished goods; provided that (A) the aggregate net cash outlay made with respect to the acquisitions of such finished goods shall not exceed $5,000,000, (B) neither Borrower nor any Subsidiary, including any Subsidiary formed in connection therewith, shall assume or incur any liability, express or implied, of such distributor, other than those unsecured liabilities (other than Indebtedness), if (1) the surviving Personany, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory which directly relate to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3finished goods Inventory being repurchased, and (3C) Borrower shall within ten (10) days after the parties formation of that Domestic Subsidiary cause it to such transaction deliver to the Administrative Agent certified copies comply with provisions of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1ii) above; provided, however, that notwithstanding anything herein to the contrary, above regarding newly formed Domestic Subsidiaries with assets in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all excess of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)$25,000.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred occur and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such the Borrower (or its successor by merger or consolidation as contemplated by clause (Ai) of this subsection clause (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any such merger or consolidation to which such the Borrower is a party, the Person formed by such consolidation or into which such the Borrower shall be merged shall (1) assume such the Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of ColumbiaLender. Without limiting the foregoing, (A) any the Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another the Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any the Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another the Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are the Borrower is being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE)transferred, if, in each case of clauses (A) and (B)case, if (1) the surviving Person, transferee or Person otherwise specified above is to become a the sole Borrower hereunder, as applicable, assumes such the Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, Lender; (2) the Lender receives evidence reasonably satisfactory to it that, after giving effect to such transactions, the Guarantee will remain in full force and effect and will apply (either as a result of such merger, consolidation or transfer or pursuant to amendments thereto); (3) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each the Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, ; and (34) the parties to such transaction deliver to the Administrative Agent Lender certified copies of all corporate or limited liabilityliability company, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and transactions, the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge None of the Borrower or any of its Consolidated Subsidiaries will merge into or with or into or consolidate with or into any other Person, or permit any liquidate, sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Subsidiaries Property or assets (whether now owned or hereafter acquired) to do or in favor of any other Person, except, so unless long as no Default exists or would result therefrom, (i) immediately after giving effect theretoany Consolidated Subsidiary may merge with (a) the Borrower, no event provided, that the Borrower shall have occurred and be the continuing or surviving Person, or (b) any one or more other Consolidated Subsidiaries, provided, that constitutes an Event of Defaultif a wholly-owned Consolidated Subsidiary is merging with another Consolidated Subsidiary, a wholly-owned Consolidated Subsidiary shall be the continuing or surviving Person, (ii) the consolidation or merger shall not materially and adversely affect the ability any Consolidated Subsidiary may dispose of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities (upon voluntary liquidation or otherwise) (provided that if such disposition is by an Anadarko JV, such disposition may include a pro rata distribution of assets to the class A member of such Anadarko JV) to the Borrower or to another BorrowerConsolidated Subsidiary; provided, that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor, (iii) in connection with any acquisition permitted under Section 9.03(i), the Borrower or any Consolidated Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be the Borrower or a wholly-wholly owned Consolidated Subsidiary of another the Borrower and (ii) in which the case only of any such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person merger to which all any Obligor is a party, such Obligor is the surviving Person or substantially the surviving or continuing Person shall have expressly assumed all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such BorrowerObligor’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance documentation reasonably satisfactory to the Administrative Agent, ; (2iv) the Reference Ratings of the surviving Borrower or resulting Borrower are not, after giving any Consolidated Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it in order to effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) abovean investment permitted under Section 9.03; provided, however, that notwithstanding anything herein in each case, immediately after giving effect thereto in the case of any such merger to which any Obligor is a party, such Obligor is the surviving corporation or the surviving or continuing Person shall have expressly assumed all of such Obligor’s obligations under the Loan Documents pursuant to documentation reasonably satisfactory to the contraryAdministrative Agent; and (v) the Borrower and/or a Consolidated Subsidiary may consummate a merger, in no event dissolution, liquidation or consolidation, the purpose of which is to effect a Disposition permitted pursuant to Section 9.17; provided that (i) if the Borrower is a party thereto, the Borrower shall be the continuing or surviving Person and (xii) the Borrower shall be organized under the laws of the United States, any Borrower state thereof or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all the District of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Columbia.

Mergers, Etc. Merge The Parent will not, and will not permit any of the Subsidiaries to, become a party to a merger or consolidation; or purchase or otherwise acquire all or a substantial part of the business or assets of any Person or any shares or other evidence of beneficial ownership of any Person in an aggregate amount exceeding Two Million Dollars ($2,000,000) during the entire term of this Agreement reduced by amounts paid by the Parent for dividends and repurchase or redemption of its capital stock pursuant to Section 11.4 of this Agreement; or wind-up, dissolve, or liquidate itself; provided that, (a) the Parent and the Subsidiaries may acquire assets or shares or other evidence of beneficial ownership of a Person in accordance with the restrictions set forth in Section 11.5; (b) if no Default exists or would result, any Subsidiary (other than the Borrower) may merge into or consolidate with the Borrower, the Parent or into any other PersonSubsidiary if, with respect to a merger into a Subsidiary, the surviving Person is or permit any becomes a wholly owned Subsidiary directly owned by the Parent, assumes the obligations of its Subsidiaries to do so unless (i) immediately the applicable Subsidiary under the Loan Documents and is solvent as contemplated under Section 9.20 hereunder after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of to such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Documentconsolidation, and (iiic) in the case Parent or any wholly owned Subsidiary directly owned by the Parent (the “Acquiring Company”) may acquire all or substantially all of the assets of any merger or consolidation to which such Borrower is other Subsidiary (a party“Transferring Subsidiary”), other than the Person formed by such consolidation or into which such Borrower shall be merged shall Borrower, if the Acquiring Company assumes all the Transferring Subsidiary’s liabilities (1) assume such Borrower’s obligations including without limitation, all liabilities of the Transferring Subsidiary under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form party) and, following such assignment and substance to the Administrative Agent assumption, such Transferring Subsidiary may wind up, dissolve and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)liquidate.

Mergers, Etc. Merge The Borrower will not, and will not permit any Subsidiary to, merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or into sell, transfer, lease or otherwise dispose of (xwhether in one transaction or in a series of transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (whether now owned or hereafter acquired) (any such transaction, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder“consolidation”) or to a newlyliquidate, wind-formed Person to which all up or substantially all of the assets and liabilities of one dissolve (or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEsuffer any liquidation or dissolution), in each case of clauses (A) terminate or discontinue its business; provided that so long as no Default has occurred and (B)is continuing, if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, would result after giving effect to such transactionsthereto, (a) any lower than Wholly-Owned Subsidiary of the Reference Ratings Borrower may merge or consolidate with any other Wholly-Owned Subsidiary of each Borrower that was a party to such transactions immediately prior to the consummation of such transactionsBorrower, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall if any such merger or consolidation involves (x) any Borrower or Significant a Wholly-Owned Subsidiary merge with or into or consolidate with or into any Unregulated that is a Guarantor and another Wholly-Owned Subsidiary that is not a Guarantor, the Wholly-Owned Subsidiary that is a Guarantor shall be the surviving Person or (y) a Wholly-Owned Subsidiary that is a Non-Logistics Subsidiary Guarantor and another Wholly-Owned Subsidiary that is not a Non-Logistics Subsidiary Guarantor, the Wholly-Owned Subsidiary that is a Non-Logistics Subsidiary Guarantor shall be the surviving Person , (b) the Borrower may merge or consolidate with any Wholly-Owned Subsidiary of the Borrower or Significant so long as the Borrower is the surviving Person and (c) subject to the limitations in clause (a) above, any Wholly-Owned Subsidiary transfer all or substantially all of its assets the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary acquire in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Permitted Acquisition.

Mergers, Etc. Merge with or into No Loan Party shall merge or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to any other Personperson, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately any Subsidiary of the Company may merge or consolidate with or into any other Subsidiary of the Company or an entity that will substantially concurrently therewith become a Subsidiary of the Company (provided if such merger or consolidation involves a Loan Party, a Loan Party shall be the surviving entity or successor) or dispose of its assets to any other Subsidiary of the Company (provided that if a Loan Party is disposing of such assets, it disposes of them to another Loan Party); (ii) any Subsidiary of the Company may merge into or dispose of assets to the Company; (iii) the liquidation or reorganization of any Subsidiary of the Company which is not a Loan Party is permitted so long as any payments or assets distributed as a result of such liquidation or reorganization are distributed to the Company or its Subsidiaries; (iv) each of the Loan Parties may merge with any other Person organized under the laws of the same country of organization as such Loan Party so long as (i) the surviving entity expressly assumes the obligations of the relevant Loan Party hereunder and (ii) legal opinions in form and content reasonably satisfactory to the Agent have been delivered to the Agent; provided that the Company shall provide not less than five Business Days’ notice of any such merger, and if such merger obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and (v) a Loan Party may dispose of an asset to a Person which is not the Company or any of its Subsidiaries on terms that such asset is to be reacquired by the Company or any of its Subsidiaries (a “Reacquisition Sale and Leaseback Transaction”); provided that the principal obligations of the Company or such Subsidiary, as applicable, when aggregated with the principal obligations of the Company and its Subsidiaries in respect of all other Reacquisition Sale and Leaseback Transactions entered into after giving effect theretothe date hereof, do not exceed $300,000,000 (or its Equivalent in another currency or currencies), provided, in each case, that no event Event of Default shall have occurred and be continuing that constitutes an Event of Default, (ii) at the consolidation or merger shall not materially and adversely affect the ability time of such Borrower (proposed transaction or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance would result therefrom; provided further that notwithstanding anything to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoingcontrary in this Section 5.02(b), (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder the Palate Acquisition and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event Neptune Transactions shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)be permitted.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that: (i) any Subsidiary of BRW may merge into or consolidate with any other Subsidiary of BRW and any Subsidiary of BCI may merge into or consolidate with any other Subsidiary of BCI, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of BRW or BCI, as the case may be, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor (or, any transaction to which BCSI is a party, a Borrower); (ii) BRW may merge with or into any wholly owned Subsidiary of BRW that is formed solely for the purpose of effecting a corporate name change and the transfer of related intellectual property, provided that BRW is the surviving corporation in respect of such merger; (iii) after the consummation of a sale of all or substantially all of the assets of BCI and its Subsidiaries in accordance with Section 5.02(e)(ix) or the consummation of a confirmed plan of reorganization under Chapter 11 of the Federal Bankruptcy Code with respect to BCI, Cincinnati Xxxx Any Distance, Inc. may merge with or into Broadwing Telecommunications Inc.; provided that the surviving corporation in respect of such merger shall be deemed to be a Subsidiary of BRW for all purposes hereunder notwithstanding that it may be a Subsidiary of BCI, and BRW shall deliver written notice to the Administrative Agent to that effect; (iv) any Mutual Subsidiary may merge into another Mutual Subsidiary or into BCSI, and (v) following the completion of a BCI Exchange in respect of 66 2/3% or more of the outstanding BCI Exchangeable Preferred Stock, BCI may merge with a newly formed special purpose Subsidiary of BRW, provided that the surviving corporation in respect of such merger shall be deemed to be BCI for all purposes hereunder, including without limitation, the covenants set forth in Section 5.01(t); provided, however, that in each case, immediately after giving effect thereto, no event shall have occurred occur and be continuing that constitutes an Event of Defaulta Default and, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any such merger or consolidation to which such Borrower BCSI is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it BCSI is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)corporation.

Mergers, Etc. Merge Each Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with 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 (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired), or liquidate or dissolve; except that, so long as no Event of Default exists or would result therefrom: (a) any Restricted Subsidiary may merge, amalgamate or consolidate with or into (i) a Borrower; provided that such Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries; provided that when any Person that is an Obligor is merging with a Restricted Subsidiary, an Obligor shall be the continuing or surviving Person; (i) any Restricted Subsidiary that is not an Obligor may merge, amalgamate or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred Restricted Subsidiary that is not an Obligor; and be continuing that constitutes an Event of Default, (ii) any Subsidiary may liquidate or dissolve or a Borrower or any Subsidiary may change its legal form if the consolidation or merger shall Company determines in good faith that such action is in the best interest of the Company and its Restricted Subsidiaries and if not materially and adversely affect disadvantageous to the ability of such Borrower Lenders (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) it being understood that in the case of any merger change in legal form, (x) any Borrower shall remain a Borrower and (y) a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary of the Company may Dispose of all or consolidation substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to a Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is an Obligor, then (i) the transferee must be an Obligor or (ii) to the extent constituting an Investment, such Investment must be an Permitted Investment in a Restricted Subsidiary which is not an Obligor in accordance with Section 10.2.4 (other than Permitted Investments under Section 10.2.4(j)); and (d) so long as no Event of Default exists or would result therefrom, a Borrower may merge with any other Person; provided that (1) such Borrower is a party, shall be the continuing or surviving corporation or (2) if the Person formed by or surviving any such merger or consolidation is not a Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or into which existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it such Borrower is a party in pursuant to a writing reasonably satisfactory supplement hereto or thereto in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2C) each Obligor, unless it is the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a other party to such transactions immediately merger or consolidation, shall have confirmed that its obligations under the Loan Documents, including the Guaranty, shall continue to apply to the Successor Company’s obligations under the Loan Documents, (D) each Obligor, unless it is the other party to such merger or consolidation, shall have by a supplement to this Agreement and any other applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) such Borrower shall have delivered to Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Security Document does not conflict with this Agreement, (F) Administrative Agent shall have received at least 5 Business Days prior to such merger all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the consummation of USA PATRIOT Act reasonably requested by the Lenders, (G) if the Successor Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Administrative Agent and each Lender that so requests, shall have received a Beneficial Ownership Certification in relation to such transactions, unless the Reference Ratings of such surviving or resulting Borrower are Successor Company at least BBB- and Baa35 Business Days prior to such merger, and (3H) the parties Borrower Agent shall have provided written notice of such merger to Administrative Agent at least 5 Business Days prior to such transaction deliver to merger; provided further that if the foregoing are satisfied (and in the case of the preceding sub-clauses (F), (G) and (H) are satisfied at least 5 Business Days, or such shorter time as Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required may agree in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contraryits reasonable discretion, in no event shall (x) any advance), the Successor Company will succeed to, and be substituted for, such Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in under this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Agreement.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that: (ia) immediately after giving effect thereto, no event shall have occurred and be continuing any of the Subsidiaries may merge into or consolidate with the Borrower; provided that constitutes an Event the Borrower is the surviving corporation; (b) any Subsidiary of Default, (ii) the consolidation Borrower may merge into or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under consolidate with any other Loan DocumentSubsidiary of the Borrower; provided that, and (iii) in the case of any such merger or consolidation involving a Wholly Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a Wholly Owned Subsidiary of the Borrower; provided, further, that, in the case of any such merger or consolidation to which such Borrower a Guarantor is a party, the Person formed by such merger or consolidation or into which such Borrower shall be merged shall a Guarantor; (1c) in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any Person permitted under Section 7.6(e), the Borrower may permit any other Person to merge into or consolidate with it (provided that (i) the Borrower is the surviving entity or (ii) the surviving entity (x) is a Domestic Person and (y) simultaneously with such merger or consolidation agrees to be bound by the terms hereof and of the Loan Documents and assume such the Borrower’s obligations under this Agreement hereunder and the other Loan Documents thereunder pursuant to which it is a party in a writing reasonably an agreement or instrument satisfactory in form and substance to the Administrative Agent (and (2) shall thereafter be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any of the Subsidiaries of the Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with any other Person or permit any other Person to merge into any Unregulated or consolidate with it; provided that the Person with which such Subsidiary is merging or consolidating (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(ci) shall restrict any merger or consolidation of any Unregulated be engaged in a business permitted by Section 7.3, (ii) shall take all actions required under Section 6.12 and (iii) shall be a Guarantor if the merging Subsidiary was a Guarantor prior to such transaction; and (d) in connection with any sale, transfer or other disposition of any equity interests in all or substantially all of the Capital Stock of, or the property and assets of such Unregulated Subsidiary to of, any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(aSections 7.5(c) or (f), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets (other than the acquisition of assets of any other Facility or Related Business or an Existing Clinic Acquisition, whether or not such acquisition is accomplished by merger or by Securities or asset purchase, so long as such acquisition satisfies all the conditions precedent set forth in Section 6.02(f)(i) or (ii) and, if any merger involves the Borrower, the Borrower is the surviving corporation) of, any Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) any Subsidiary may consolidate with or merge into the consolidation or merger shall not materially and adversely affect the ability of such Borrower (only if the Borrower shall be the continuing or its successor by merger surviving corporation) or consolidation as contemplated by clause (except for the Intercompany Creditor) with or into one or more other Subsidiaries that are Guarantors, provided that (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, immediately before and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactionsconsolidation or merger, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to parties thereto and the consummation of such transactionssurvivor thereof all are Solvent, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- (B) all Guaranties shall continue in full force and Baa3effect, and (3C) the parties Agent shall have been furnished with a favorable opinion of counsel reasonably satisfactory to the Agent covering such matters as the Agent may reasonably request; and (ii) the Borrower may consolidate or merge with any other Person, provided that (A) immediately before and after giving effect to such transaction deliver to consolidation or merger, the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions thereto and the assumption agreement described survivor thereof all are Solvent, (B) the Borrower shall be the continuing or surviving corporation, (C) no Change of Control shall occur and (D) all Guaranties shall continue in clause (1) abovefull force and effect; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) immediately before and after any Borrower consolidation or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in merger under this Section 5.03(c) 6.02(g), no Event of Default, or event which, with the giving of notice or lapse of time or both, would become an Event of Default, shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)have occurred and be continuing.

Mergers, Etc. Merge with Except as otherwise permitted under Section 9.7 or into or consolidate with or into any other Person9.8, the Borrower shall not, and shall not cause or permit any of its Subsidiaries to do so unless (i) immediately after giving effect theretoBorrower Subsidiary to, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into into, liquidate, wind-up or dissolve, or convey, transfer, lease or otherwise dispose of (xwhether in one transaction or in a series of transactions) another Borrower or into (each a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder“Merger Event”), and (B) any Borrower may transfer all or substantially all a substantial part of its assets and liabilities to another Borrower(whether now owned or hereafter acquired) to, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership agreement with, any Person, unless: (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the Organizational Documents of the Borrower or the equivalent Organizational Documents of such Borrower Subsidiary, as the case may be, and, after such Merger Event payments from such resulting entity to the Lenders and liabilities the Eligible Counterparties do not give rise to any withholding tax payments less favorable to the Lenders and the Eligible Counterparties than the amount of one or more Borrowers are being transferred any withholding tax payments which would have been required had such event not occurred; (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), ii) in each the case of clauses (A) and (B)a Merger Event involving the Borrower, if (1) the surviving Person, successor or transferee or Person otherwise specified above to become a entity shall expressly assume all of the obligations of the Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and each other Transaction Document to which the other Loan Documents pursuant Borrower is then a party (with, in the case of a transfer only, the Borrower thereupon being released) and in the case of a Merger Event involving such Borrower Subsidiary, the surviving successor or transferee entity shall expressly assume all of the obligations of such Borrower Subsidiary under each Transaction Document to an instrument which it is then a party (with, in form and substance reasonably satisfactory to the case of a transfer only, such Borrower Subsidiary thereupon being released); (iii) the prior written consent of the Administrative Agent, Agent is obtained with respect to such Merger Event; (2iv) the Reference Ratings of the surviving or resulting Borrower are not, immediately after giving effect to such transactionsMerger Event, any lower than the Reference Ratings no Event of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- Default shall have occurred and Baa3, and be continuing; (3v) the parties to such transaction deliver Borrower delivers to the Administrative Agent certified copies of an officer’s certificate stating that such Merger Event complies with the above criteria and, if applicable, Section 9.7 and 9.8, and that all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties conditions precedent provided for herein relating to such transactions and Merger Event have been complied with; and (vi) the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein Borrower delivers to the contraryAdministrative Agent an Opinion of Counsel reasonably acceptable to the Administrative Agent; provided that this covenant shall not apply to any such Merger Event within and among the Borrower Group, in no event if the Borrower shall have determined that such Merger Event (x) any Borrower would not materially adversely affect the Security Trustee or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or the Secured Parties, and (y) is otherwise consistent with Sections 9.16, 9.19 and 9.20; provided further that the Borrower may liquidate or dissolve any Borrower or Significant Subsidiary transfer all or substantially all with the consent of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Administrative Agent.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or in the case of the Company permit any of its Principal Subsidiaries to do so unless merge or consolidate with any Person, except that (i) immediately any Principal Subsidiary may merge or consolidate with (or liquidate into) any other Subsidiary (other than a Project Financing Subsidiary, unless the successor Business Entity is not treated as a Project Financing Subsidiary under this Agreement) or may merge or consolidate with (or liquidate into) the Company, provided that (A) if such Principal Subsidiary merges or consolidates with (or liquidates into) the Company, either (x) the Company shall be the continuing or surviving Business Entity or (y) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by agreement all of the performance obligations and payment Obligations of the Company under this Agreement and the Notes and (B) if any such Principal Subsidiary merges or consolidates with (or liquidates into) any other Subsidiary, one or more Business Entities that are Subsidiaries are the 47 52 continuing or surviving Business Entity (ies) and, if either such Subsidiary is not directly or indirectly wholly-owned by the Company, such merger or consolidation is on an arm's length basis, and (ii) the Company or any Principal Subsidiary may merge or consolidate with any other Business Entity (that is, in addition to the Company or any Subsidiary), provided that (A) if the Company merges or consolidates with any such other Business Entity, either (x) the Company is the continuing or surviving Business Entity or (y) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by agreement all of the performance obligations and payment Obligations of the Company under this Agreement and the Notes, (B) if any Principal Subsidiary merges or consolidates with any such other Business Entity, the surviving Business Entity is directly or indirectly a wholly-owned Principal Subsidiary of the Company, (C) if either the Company or any Principal Subsidiary merges or consolidates with any such other Business Entity, after giving effect thereto, to such merger or consolidation no event Event of Default or Default shall have occurred and be continuing that constitutes an Event of Defaultand (D) if any Principal Subsidiary which is a party to any merger, consolidation or liquidation permitted by this paragraph (iie) is a Borrowing Subsidiary, either (x) such Principal Subsidiary shall be the continuing or surviving Business Entity or (y) the consolidation continuing or merger shall not materially surviving Business Entity is organized under the laws of the United States or a State thereof and adversely affect unconditionally assumes by agreement all of the ability performance obligations and payment Obligations of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations Borrowing Subsidiary under this Agreement and the other Loan Documents to which Notes (the Borrowers and the Lenders agreeing that it is their intention that each Business Entity that is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) Borrower be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(aState thereof).

Mergers, Etc. Merge with or into or consolidate with or into into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) any Subsidiary of the Guarantor (other than the Borrower) may merge or consolidate with or transfer assets to or acquire assets from any other Subsidiary of the Guarantor, provided that in the case of any such merger, consolidation, or transfer of assets to which NIPSCO is a party, the continuing or surviving Person shall be a Wholly-Owned Subsidiary of the Guarantor; and (ii) the Borrower may merge or consolidate with, or transfer assets to, or acquire assets from, any other Wholly-Owned Subsidiary of the Guarantor, provided that in the case of any such merger or consolidation to which the Borrower is not the surviving Person, or transfer of all or substantially all of the assets of the Borrower to any other Wholly-Owned Subsidiary of the Guarantor, immediately after giving effect thereto, (A) no event Event of Default shall have occurred and be continuing that constitutes an Event (determined, for purposes of Defaultcompliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor’s fiscal quarter then most recently ended), (iiB) such surviving Person or transferee, as applicable, shall have assumed all of the consolidation obligations of the Borrower under and in respect of the Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such opinions of counsel and other supporting documents as they may reasonably require and (C) such surviving Person or merger transferee, as applicable, shall not materially and adversely affect be organized under the ability laws of such Borrower (the United States or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and state thereof; and (iii) any Subsidiary of the Guarantor may merge into the Guarantor or the Borrower or transfer assets to the Borrower or the Guarantor, provided that in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States Borrower into the Guarantor or the District transfer of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FE)to the Guarantor, in each case of clauses immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (B)determined, if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings for purposes of the surviving or resulting Borrower are not, compliance with Article VII after giving effect to such transactionstransaction, any lower than on a pro forma basis as if such transaction had occurred on the Reference Ratings last day of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, Guarantor’s fiscal quarter then most recently ended) and (3B) the parties to such transaction deliver Guarantor shall have assumed all of the obligations of the Borrower under and in respect of the Credit Documents by written instrument satisfactory to the Administrative Agent certified copies of all corporate or limited liabilityand its counsel in their reasonable discretion, equity holder and Governmental Authority approvals required in connection with accompanied by such transactions and legal opinions of counsel to such parties relating to such transactions and other supporting documents as they may reasonably require; and (iv) the assumption agreement described in clause (1) above; providedGuarantor or any Subsidiary of the Guarantor may merge, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person; provided that in each case under this clause (iii), immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the foregoing, nothing last day of the Guarantor’s fiscal quarter then most recently ended); (B) in this Section 5.03(c) shall restrict any merger or consolidation the case of any Unregulated Subsidiary such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the continuing or surviving corporation; (C) in connection with any sale, transfer or other disposition the case of any equity interests such merger, consolidation, or transfer of assets to which NIPSCO is a party, NIPSCO shall be the continuing or surviving corporation and shall be a Wholly-Owned Subsidiary of the Guarantor; (D) in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate the case of any Borrower in such merger, consolidation or transfer of assets to which the Guarantor is a transaction permitted under Section 5.03(a)party, the Guarantor shall be the continuing or surviving corporation; and (E) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Xxxxx’x.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that: (ia) immediately after giving effect theretoany of the Subsidiaries may merge into or consolidate with the Borrower, no event shall have occurred and be continuing provided that constitutes an Event the Borrower is the surviving corporation; (b) any Subsidiary of Default, (ii) the consolidation Borrower may merge into or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under consolidate with any other Loan DocumentSubsidiary of the Borrower, and (iii) provided that, in the case of any such merger or consolidation involving a Wholly Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a Wholly Owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which such Borrower a Guarantor is a party, the Person formed by such merger or consolidation or into which such Borrower shall be merged shall a Guarantor; (1c) assume such Borrower’s obligations in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any Person permitted under this Agreement and Section 7.6(e), the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may permit any other Person to merge with or into or consolidate with it (provided that the Borrower is the surviving entity), and any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person with which such Subsidiary is merging or consolidating (x1) another Borrower or into a newly-formed Person into which shall be engaged in substantially the same lines of business as one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities businesses of one or more Borrowers are being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to Subsidiaries or in an instrument in form and substance reasonably satisfactory to the Administrative Agentincidental or related business, (2) shall not have any contingent liabilities that could reasonably be expected to be material and adverse to the Reference Ratings Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the Board of Directors of the surviving Borrower or resulting Borrower are not, after giving effect to such transactions, any lower than Subsidiary if the Reference Ratings Board of each Borrower that was a party to Directors is otherwise approving such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3transaction, and in each other case, by a Responsible Officer), (3) the parties such Person shall take all actions required under Section 6.12 and (4) shall be a Guarantor if such Subsidiary was a Guarantor prior to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause transaction; and (1d) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in all or substantially all of the Capital Stock of, or the property and assets of such Unregulated Subsidiary to of, any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a7.5(f), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default.

Mergers, Etc. Merge The Parent will not, and will not permit any other Credit Party to, merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or into sell, transfer, lease or otherwise dispose of (xwhether in one transaction or in a series of transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (whether now owned or hereafter acquired) (any such transaction, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE“consolidation”), in each case of clauses (A) and (B)or liquidate or dissolve; provided that, if (1) the surviving Personso long as no Default then exists, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, would exist after giving effect to such transactionsthereto, and both before and after giving effect thereto, each Credit Party is in compliance with Section 8.14: (a) any lower than Subsidiary Guarantor may participate in a consolidation with the Reference Ratings of each Borrower that was so long as the Borrower is the surviving Person or transferee, (b) any Subsidiary Guarantor may participate in a party to such transactions immediately prior to consolidation with the consummation of such transactionsParent so long as the Parent is the surviving Person or transferee, unless (c) any Subsidiary Guarantor may participate in a consolidation with any Unrestricted Subsidiary so long as the Reference Ratings of such Subsidiary Guarantor is the surviving Person or resulting Borrower are at least BBB- and Baa3transferee, and (3d) any Subsidiary Guarantor may participate in a consolidation with any other Subsidiary Guarantor; provided that, in the case of clause (d), the surviving Subsidiary Guarantor or transferee (the “Surviving Subsidiary Guarantor”) shall either be organized in (i) the parties to such transaction deliver to same jurisdiction as the Administrative Agent certified copies Subsidiary Guarantor that is not the surviving Subsidiary Guarantor or transferee (the “Non-Surviving Subsidiary Guarantor”), (ii) the same jurisdiction as the Surviving Subsidiary Guarantor if the Property of all corporate the Non-Surviving Subsidiary Guarantor has a de minimus value or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or derives substantially all of its assets to an Unregulated Subsidiary. Notwithstanding value from the foregoingjurisdiction in which the Surviving Subsidiary Guarantor is organized, nothing in this Section 5.03(c(iii) shall restrict any merger state of the United States of America or consolidation province of any Unregulated Subsidiary in connection with any saleCanada, transfer or (iv) such other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)jurisdiction as approved by the Majority Lenders.

Mergers, Etc. Merge The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or into or consolidate with or into any other Person, or permit any sell, lease or otherwise dispose of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation whether in one transaction or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2series of transactions) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (any such transaction, to a wholly-owned “consolidation”); provided that (a) any Restricted Subsidiary of another Borrower may (i) participate in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses consolidation with (A) and the Borrower (provided that the Borrower shall be the continuing or surviving corporation), (B), ) any other Restricted Subsidiary (provided that if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was Guarantor is a party to such transactions immediately prior transaction, the survivor is a Guarantor or becomes a party to the consummation of such transactionsGuaranty Agreement as a Guarantor) or (C) subject to compliance with Section 9.14, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated other Subsidiary or (yii) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated a Guarantor or a Person that becomes a party to the Guaranty Agreement as a Guarantor; (b) the Borrower or any Restricted Subsidiary may participate in a consolidation (other than as described in clause (a) above) if (i) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom and (ii) the Borrower or such Restricted Subsidiary. Notwithstanding , as the foregoingcase may be, nothing in this Section 5.03(c) shall restrict any merger is the surviving entity or consolidation the recipient of any Unregulated Subsidiary in connection with any such sale, transfer lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower or any equity interests in Guarantor from any of its obligations under this Agreement or any other Loan Document; (c) any sale of all or substantially all of the assets of any Restricted Subsidiary provided that such Unregulated sale is permitted by Section 9.12; and (d) any Subsidiary to any Person that may liquidate or dissolve if (i) the continued existence and operation of such Subsidiary is no longer in the best interests of the Borrower and its Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such liquidation and dissolution is not an Affiliate of disadvantageous in any Borrower in a transaction permitted under Section 5.03(a)material respect to the Lenders, and (iii) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom.

Mergers, Etc. Merge with or into or consolidate with any Person or permit ------------ any Person to merge into any other Personit, or permit any of its Subsidiaries to do so so, unless (i) immediately after giving effect theretoto the extent such merger or consolidation is with any Borrower, no event such Borrower shall have occurred and be continuing the surviving corporation, provided that constitutes an Event if such -------- merger or consolidation is among one or more Borrowers, any of Defaultsuch Borrowers may be the surviving corporation, (ii) to the consolidation or merger shall not materially and adversely affect the ability of extent such Borrower (or its successor by merger or consolidation as contemplated by clause (A) is with TNCL, the surviving Person shall be a corporation organized under the laws of this subsection (c)) to perform its obligations hereunder Australia or any political subdivision thereof, or under the laws of any other Loan DocumentState of the United States or under the laws of the United Kingdom, and (iii) to the extent such merger or consolidation is with a Guarantor other than TNCL, the surviving Person shall be a corporation organized in the same country of incorporation as such Guarantor prior to the merger or consolidation; provided, however, that, in -------- ------- each case, (A) after giving pro forma effect to such merger or consolidation, the Loan Parties could incur at least $1.00 of additional Debt pursuant to Section 5.02(b), (B) in the case of any merger or consolidation to in which such Borrower a Guarantor is a party, or, in the Person case of a merger or consolidation among one or more Borrowers, the corporation formed by such consolidation or into which such Borrower Guarantor or Borrower, as the case may be, shall be merged shall (1) shall, at the effective time of such merger or consolidation, assume such Guarantor's or Borrower’s obligations 's Obligations under this Agreement and the other Loan Documents to which it is a party performance of its covenants hereunder in a writing reasonably satisfactory in form and substance to the Administrative Agent Required Lenders and (2C) there shall be organized under no event at the laws time of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, immediately after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in constitutes a transaction permitted under Section 5.03(a)Default.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; provided further that if any Immaterial Subsidiary shall be a party to any such merger or consolidation, the Person formed by such merger or consolidation shall be Solvent after giving effect theretoto such merger or consolidation, no event and the Borrower shall have occurred delivered to the Administrative Agent, on behalf of the Lender Parties, at least three Business Days prior to the date on which any such merger or consolidation is to be consummated, either a certificate of a Responsible Officer of the Borrower or opinions from a nationally recognized appraisal firm or valuation consultant satisfactory to the Administrative Agent, in each case in form and be continuing that constitutes an Event substance satisfactory to the Administrative Agent, certifying or attesting to the Solvency of Defaultsuch Person, individually and together with its Subsidiaries, taken as a whole, after giving effect to such merger or consolidation; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the consolidation Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall not materially and adversely affect be a wholly owned Subsidiary of the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan DocumentBorrower; provided further that, and (iii) in the case of any merger or consolidation to which such Borrower a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; provided further that if any Immaterial Subsidiary shall be a party to any such merger or into which consolidation, the Person formed by such merger or consolidation shall be Solvent after giving effect to such merger or consolidation, and the Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance have delivered to the Administrative Agent and (2) Agent, on behalf of the Lender Parties, at least three Business Days prior to the date on which any such merger or consolidation is to be organized under the laws consummated, either a certificate of a State Responsible Officer of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into opinions from a newly-formed Person into which one nationally recognized appraisal firm or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably valuation consultant satisfactory to the Administrative Agent, (2) in each case in form and substance satisfactory to the Reference Ratings Administrative Agent, certifying or attesting to the Solvency of the surviving or resulting Borrower are notsuch Person, individually and together with its Subsidiaries, taken as a whole, after giving effect to such transactions, merger or consolidation; (iii) any lower Subsidiary of the Borrower (other than the Reference Ratings of each Telecos) may merge into or consolidate with the Borrower; provided that the Borrower that was a party to such transactions immediately prior to is the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and corporation; and (3iv) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in any sale or other disposition permitted under Section 5.02(e) (other than clause (1ii) abovethereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that notwithstanding anything herein to the contraryin each case, in immediately before and after giving effect thereto, no event Default shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)have occurred and be continuing.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, ------------ transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its property and assets (whether now owned or hereafter acquired) to, any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect theretoany Subsidiary may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, any other Wholly-Owned Subsidiary of the Borrower; (ii) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, the Borrower so long as the Borrower is the surviving corporation; (iii) subject to the requirements of Section 5.01(h), any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, any Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary of the Borrower; (iv) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation; and (v) subject to (A) the requirements of Section 5.01(h), (B) a good faith determination by the Borrower that the continued existence of such Subsidiary or that the ownership or maintenance of such property and assets are no longer necessary or desirable in the conduct of the business or the continued operations of the Borrower and its Subsidiaries, taken as a whole and (C) compliance with the covenants set forth in Section 5.03 on a pro forma basis as of the last day of the Measurement Period most recently ended, any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to one or more other Persons; provided that, in the cases of subclauses (iii), (iv) and (v) of this Section 5.02(c), no event Default shall have occurred and be continuing that constitutes an Event of Default, (ii) at the consolidation or merger shall not materially and adversely affect the ability time of such Borrower (proposed transaction or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue occur as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)result thereof.

Mergers, Etc. Merge with or into or consolidate with any Person or ------------ permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect theretoany of the Subsidiaries may merge into or consolidate with the Borrower, no event shall have occurred and be continuing provided that constitutes an Event of Default, the Borrower is the surviving corporation; (ii) any Subsidiary of the consolidation Borrower may merge into or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under consolidate with any other Loan DocumentSubsidiary of the Borrower, and (iii) provided that, in the case of any such merger or consolidation involving a wholly-owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which such Borrower a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; (iii) in connection with any purchase or other acquisition of Equity Interests in, or property and assets of, any Person permitted under Section 5.02(f)(v), the Borrower may permit any other Person to merge into or consolidate with it (provided that the Borrower is the surviving entity), and any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person with which such Borrower shall be merged shall Subsidiary is merging or consolidating (1) assume such Borrower’s obligations under this Agreement shall be engaged in substantially the same lines of business as one or more of the businesses of the Borrower and the other Loan Documents to which it is a party Subsidiaries or in a writing reasonably satisfactory in form and substance to the Administrative Agent an incidental or related business and (2) shall not have any contingent liabilities that could reasonably be organized under expected to be material and adverse to the laws Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of a State directors (or persons performing similar functions) of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned such Subsidiary if the board of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only directors is otherwise approving such other Borrower will continue as a Borrower hereunder)transaction, and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (Bother case, by a Responsible Officer), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) in the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation case of any Unregulated Subsidiary wholly-owned Domestic Subsidiary, such Person shall take all actions required under Section 5.01(j); and (iv) in connection with any sale, transfer or other disposition of any equity interests in all or substantially all of the Equity Interests in, or the property and assets of such Unregulated Subsidiary to of, any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a5.02(e)(vi), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default.

Mergers, Etc. Merge with or The Parent Guarantor shall not merge into or consolidate with with, or into convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or of any division or business unit thereof), or permit any of its Subsidiaries to do so unless any of the foregoing, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Subsidiary of the United States or Parent Guarantor (other than the District of Columbia. Without limiting the foregoingGuaranteed Subsidiary), (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a any wholly-owned Domestic Subsidiary of another Borrower the Parent Guarantor that is not an Inactive Subsidiary (in which case only so long as such wholly-owned Domestic Subsidiary is the surviving corporation); (ii) any Subsidiary of the Parent Guarantor (other Borrower will continue than the Guaranteed Subsidiary) may merge into or consolidate with or transfer all or substantially all of its assets to the Parent Guarantor (so long as a Borrower hereunderthe Parent Guarantor is the surviving corporation); (iii) the Parent Guarantor or to a newly-formed Person to which any of its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets and liabilities of one any Person (or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses any division or business unit thereof) provided that (A) such Person or division or business unit is in the same or similar or complementary lines of businesses as the business of the Parent Guarantor and its Subsidiaries, (B) if the aggregate consideration to be paid by the Parent Guarantor or any of its Subsidiaries in connection with such purchase or other acquisition (including the fair market value of any consideration payable other than in cash) is greater than $5,000,000, the Parent Guarantor shall have given the Lessor, the Collateral Agent and the Agent not less than 10 days prior written notice thereof, (C) if the aggregate consideration payable by the Parent Guarantor and its Subsidiaries in connection with any such purchase or acquisition (including the fair market value of all consideration payable other than in cash) exceeds $10,000,000, the Parent Guarantor shall have received the prior written consent of the Majority Secured Parties and (BD) if the aggregate amount of consideration for all such purchases and acquisitions (including the fair market value of all consideration payable other than in cash) exceeds $5,000,000, the Parent Guarantors and its Subsidiaries shall execute and deliver to the Collateral Agent such additional Security Documents as the Collateral Agent shall deem reasonably necessary or appropriate in order to obtain and effect a first-priority Lien on all such assets and Capital Stock so acquired (including the assets of any Person whose Capital Stock is so acquired); 25 (iv) any Subsidiary may convey, if transfer, lease or otherwise dispose of all or substantially all of its assets to the extent such transaction is permitted under clause (c) of Section 14(m); and (v) the Parent Guarantor may merge with or consolidate into any other Person provided that (A) (1) if the holders, immediately prior to such merger or consolidation, of shares of Capital Stock of the Parent Guarantor entitled to vote in the election of directors of the Parent Guarantor hold, immediately after giving effect to such merger or consolidation, a majority of the issued and outstanding shares of Capital Stock of the surviving Personcorporation entitled to vote in the election of directors of such surviving corporation, transferee (2) such merger or Person otherwise specified above to become a Borrower hereunderconsolidation shall comply with the requirements of clause (iii) of this Section 14(j) as if such merger or consolidation were the acquisition by the Parent Guarantor of the Capital Stock of the surviving corporation, as applicableand (3) the surviving corporation shall have assumed, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Collateral Agent, all of the obligations of the Parent Guarantor under this Guaranty and the other Related Documents, or (2B) the Reference Ratings surviving corporation shall have an unsecured long-term debt rating of not less than "BBB" (or its equivalent) from Standard & Poors Corporation and not less than Baa2 (or its equivalent) from Moodys Investors Service and such surviving corporation shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Collateral Agent, all of the surviving or resulting Borrower are not, after giving effect to such transactions, obligations of the Parent Guarantor under this Guaranty and the other Related Documents (any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1B) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c14(j)(v), a "Permitted Change of Control"); provided that in each such case, immediately after giving effect thereto, (A) no Event of Default or Potential Default shall restrict any merger occur and be continuing or consolidation of any Unregulated Subsidiary in connection with any salecould result therefrom, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary and (B) after giving pro forma effect to any Person that such merger, consolidation or transfer under this Section 14(j) the Parent Guarantor (or any successor corporation) is, and is not an Affiliate of any Borrower projected to be in a transaction permitted under compliance with Section 5.03(a)15.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEsuch Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in 744221928 which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEsuch Borrower), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or into or consolidate with or into any other Person, or permit any sell, lease or otherwise dispose of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation whether in one transaction or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2series of transactions) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (whether now owned or hereafter acquired) any such transaction, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE“consolidation”), or liquidate or dissolve; provided that (a) any Restricted Subsidiary may (i) participate in each case of clauses a consolidation with (A) and the Borrower (provided that the Borrower shall be the continuing or surviving corporation), (B)) any other Restricted Subsidiary (provided that if a Guarantor is a party to such transaction, the survivor is a Guarantor or becomes a party to the Guaranty Agreement as a Guarantor) or (C) any other Subsidiary (provided that either (x) a Restricted Subsidiary shall be the continuing or surviving Person or (y) if an Unrestricted Subsidiary is the continuing or surviving Person, (1) the surviving Person, transferee or Person otherwise specified above to become a representations and warranties of the Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and its Restricted Subsidiaries contained in each of the other Loan Documents pursuant are true and correct on and as of such date as if made on and as of the date of such consolidation (or, if stated to have been made expressly as of an instrument in form earlier date, were true and substance reasonably satisfactory to the Administrative Agentcorrect as of such date), (2) the Reference Ratings of the surviving no Default or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, Borrowing Base Deficiency would exist and (3) the parties to such transaction deliver to Borrower is in compliance with the Administrative Agent certified copies requirements of all corporate or limited liability, equity holder Section 8.13 and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1Section 8.15) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (yii) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated a Guarantor or a Person that becomes a party to the Guaranty Agreement as a Guarantor; (b) the Borrower or any Restricted Subsidiary may participate in a consolidation (other than as described in clause (a) above) if, at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom and, the Borrower or such Restricted Subsidiary. Notwithstanding , as the foregoingcase may be, nothing in this Section 5.03(c) shall restrict any merger is the surviving entity or consolidation the recipient of any Unregulated Subsidiary in connection with any such sale, transfer lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower or any equity interests in Guarantor from any of its obligations under this Agreement or any other Loan Document; (c) any sale of all or substantially all of the assets of any Restricted Subsidiary provided that such Unregulated sale is permitted by Section 9.10; and (d) any Restricted Subsidiary to any Person that may liquidate or dissolve if (i) the continued existence and operation of such Restricted Subsidiary is no longer in the best interests of the Borrower and its Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such liquidation and dissolution is not an Affiliate of disadvantageous in any Borrower in a transaction permitted under Section 5.03(a)material respect to the Lenders, and (iii) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect theretoany Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, no event in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall have occurred and be continuing that constitutes an Event the Borrower or a wholly-owned Subsidiary of Defaultthe Borrower; provided, further that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that, in the case of any such merger or consolidation to which the Borrower is a party, the surviving entity in such merger or consolidation shall be the Borrower; and (ii) in connection with any acquisition permitted under Section 5.02(f), the consolidation Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall not materially and adversely affect be the ability Borrower or a wholly-owned Subsidiary of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Documentthe Borrower; provided, and (iii) further that, in the case of any merger or consolidation to which such Borrower a Guarantor is a party, the Person formed by such merger or consolidation or into which such Borrower shall be merged shall (1) assume a Guarantor; provided, further, that, in the case of any such Borrower’s obligations under this Agreement and the other Loan Documents merger or consolidation to which it the Borrower is a party party, the surviving entity in a writing reasonably satisfactory such merger or consolidation shall be the Borrower; (iii) in form and substance to the Administrative Agent and connection with any sale or other disposition permitted under Section 5.02(e) (2other than clause (viii) be organized under the laws of a State thereof), any Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with any other Person or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such permit any other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all merge into or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection consolidate with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) aboveit; provided, however, that notwithstanding anything herein to the contraryin each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation case of any Unregulated Subsidiary in connection with any salesuch merger to which the Borrower is a party, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that the Borrower is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)the surviving corporation.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless so, except that (i) immediately after giving effect theretoany of the Parent’s Subsidiaries, no event shall have occurred and be continuing that constitutes an Event of Defaultother than the Borrower, may merge into the Parent; (ii) any of the consolidation Borrower’s Subsidiaries, the Parent or IHCL may merge into the Borrower; provided that with respect to a merger shall by the Parent into the Borrower, such merger does not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and result in a Material Adverse Effect. (iii) the Parent may merge into IHCL; provided, that, immediately prior to or contemporaneous with any such merger, IHCL shall, so long as IHCL is the ultimate parent company of the Borrower, become a party to this Agreement in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State place of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, Parent pursuant to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, ; provided further that such merger does not result in a Material Adverse Effect. (2iv) the Reference Ratings any Subsidiary of the surviving Parent that is not a Restricted Subsidiary may merge with any other Subsidiary of the Parent that is not a Restricted Subsidiary; (v) any Subsidiary of a Subsidiary Guarantor may merge with any Subsidiary Guarantor or resulting Borrower are not, after giving effect to such transactions, a Subsidiary of a Subsidiary Guarantor; (vi) any lower than Subsidiary Guarantor may merge with any other Subsidiary of the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and Borrower; and (3vii) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required mergers in connection with such transactions and legal opinions acquisitions of counsel Investments to such parties relating the extent not prohibited pursuant to such transactions and the assumption agreement described in clause (1) aboveSection 5.02(e); provided, however, that notwithstanding anything herein to the contraryin each case, in immediately after giving effect thereto, no event shall (x) occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any is a party, the Borrower or Significant Subsidiary transfer all or substantially all is the surviving corporation or, in the case of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any saleto which a Guarantor, transfer or other disposition of any equity interests in or assets but not the Borrower, is a party, the surviving corporation is a Guarantor and is not (as a result of such Unregulated Subsidiary merger) subject to any Person that is not an Affiliate of any Borrower agreement described in a transaction permitted under Section 5.03(a5.02(i)(iv).

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Subsidiaries to do so unless (iother than the Transaction), except that: (a) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event any Subsidiary of Default, (ii) the consolidation Borrower may merge into or merger shall not materially and adversely affect consolidate with the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan DocumentSubsidiary of the Borrower, and (iii) provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by such merger or consolidation shall be a direct or indirect Wholly Owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which such Borrower a Loan Party is a party, the Person formed by such merger or consolidation or into which such Borrower shall be merged shall a Loan Party; (1b) assume such Borrower’s obligations in connection with any acquisition permitted under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Section 7.6, any Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a Wholly Owned Subsidiary of the Borrower and the provisions of Section 6.9 shall have been complied with; (xc) another in connection with any sale or other disposition (which takes the form of a merger rather than a sale of stock or assets) permitted under Section 7.5 (other than clause (b) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (d) any Subsidiary of the Borrower may wind-up into the Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated Subsidiary Guarantor; and (which Person will become a Borrower hereunder and a wholly-owned e) any Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any the Borrower may sell, lease, transfer all or substantially otherwise dispose of any or all of its assets and liabilities (upon voluntary liquidation or otherwise) to another Borrower, to a wholly-owned the Borrower or any other Subsidiary of another the Borrower (provided that (i) if the transferor in which case only such other a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower will continue as or a Borrower hereunderSubsidiary Guarantor and (ii) the transferee or to continuing or surviving Person shall be a newly-formed Person to which all or substantially all Wholly Owned Subsidiary of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEBorrower), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to in the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation case of any Unregulated Subsidiary in connection with any salesuch merger to which the Borrower is a party, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that the Borrower is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)the surviving corporation.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any other Person, or permit any of its Subsidiaries to do so unless so, except that (i) immediately after giving effect theretoany Subsidiary of the Borrower may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge or consolidate with or into or dispose of assets to the Borrower, (iii) any Subsidiary of the Borrower formed for the purpose of acquiring any other Person may merge or consolidate with or into such other Person and (iv) any Subsidiary of the Borrower may merge or consolidate with or into, or dispose of assets to, any other Person so long as the aggregate net book value of such Subsidiaries or such assets that are the subject of such transactions shall not exceed in any four consecutive fiscal quarters an amount equal to the sum of 3% of the Consolidated assets of the Borrower and its Subsidiaries, taken as a whole, plus Deferred Revenue, in each case, as at the beginning of such period of four consecutive fiscal quarters, provided that (A) any transaction referred to in Sections 5.01(h)(iii) and (iv) is permitted without regard to the foregoing limitation and (B) to the extent that the Borrower uses the net, after-tax proceeds received as a result of any such merger, consolidation or disposition to prepay or repay its Debt (other than Subordinated Debt), only 50% of the book value of such Subsidiary or such assets that are the subject of such transaction shall be included in the amount specified in this clause (iv), provided, in each case, that no event Default shall have occurred and be continuing that constitutes an Event of Default, (ii) at the consolidation or merger shall not materially and adversely affect the ability time of such Borrower (proposed transaction or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)would result therefrom.

Mergers, Etc. Merge with or into or consolidate with or into into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower Guarantor may merge with or into or consolidate with or into (x) another Borrower transfer assets to or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned acquire assets from any other Subsidiary of FEthe Guarantor; and (ii) or (y) a wholly-owned any Subsidiary of another Borrower the Guarantor may merge into or transfer assets to the Borrower; and (in which case only such other Borrower will continue as a Borrower hereunder), and (Biii) the Guarantor or any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE)Guarantor may merge, in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person; provided that in each case, immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Section 7.01 after giving effect to such transaction, on a pro forma basis for the foregoingperiod of four consecutive fiscal quarters of the Guarantor then most recently ended, nothing as if such transaction had occurred on the first day of such period, and, for purposes of compliance with Section 7.02 after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor's fiscal quarter then most recently ended); (B) in this Section 5.03(c) shall restrict any merger or consolidation the case of any Unregulated Subsidiary merger, consolidation or transfer of assets to which the Borrower is a party (other than a merger, consolidation or transfer of assets between the Borrower and the Guarantor), the Borrower shall be the continuing or surviving corporation; (C) in connection with any sale, transfer or other disposition the case of any equity interests merger, consolidation or transfer of assets between the Borrower and the Guarantor, the Guarantor shall have assumed all of the obligations of the Borrower under and in or assets respect of the Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such Unregulated Subsidiary to any Person that is not an Affiliate opinions of counsel and other supporting documents as they may reasonably require; (D) in the case of any Borrower merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party (other than a merger, consolidation or transfer of assets between such Person and a Credit Party), NIPSCO or Columbia, as the case may be, shall be the continuing or surviving corporation; (E) in the case of any merger, consolidation or transfer of assets to which the Guarantor is a transaction permitted under Section 5.03(a)party, the Guarantor shall be the continuing or surviving corporation; and (F) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Moodx'x.

Mergers, Etc. Merge with or into or consolidate with or into any other PersonNo Loan Party shall, or nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, become a party to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by a merger or consolidation as contemplated by clause (A) consolidation, or purchase or otherwise acquire all or substantially all of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case assets of any merger Person or consolidation to which such Borrower is a partyany shares or other evidence of beneficial ownership of any Person, the Person formed by such consolidation or into which such Borrower shall be merged shall wind‑up, dissolve, divide or liquidate, except that: (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (Aa) any Borrower Restricted Subsidiary may merge with or into or consolidate with or into Borrower so long as Borrower is the surviving entity; (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (Bb) any Borrower Restricted Subsidiary may transfer merge or consolidate with another Restricted Subsidiary so long as if a Restricted Subsidiary that is a Guarantor is involved in such merger or consolidation, such Guarantor is the surviving entity; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets and liabilities (upon voluntary liquidation or otherwise) to the Borrower or to another BorrowerRestricted Subsidiary that is both a Wholly-Owned Subsidiary and a Restricted Subsidiary; provided that if the transferor in such transaction is a Loan Party, to then the transferee must be a whollyLoan Party; and (d) any Wholly-owned Owned Subsidiary of another the Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary may merge with or into or consolidate with or into any Unregulated the Person such Wholly-Owned Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets was formed to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary acquire in connection with any sale, transfer or other disposition acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 7.5(e)); provided that in the case of any equity interests merger involving a Wholly-Owned Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Loan Parties shall comply with Section 6.13 in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)connection therewith.

Mergers, Etc. Merge The Parent will not, and will not permit any other Credit Party to, merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or into sell, transfer, lease or otherwise dispose of (xwhether in one transaction or in a series of transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets Property to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that, so long as no Default then exists, or would exist after giving effect thereto, and liabilities both before and after giving effect thereto, each Credit Party is in compliance with Section 8.14: (a) any Subsidiary Guarantor may participate in a consolidation with the Borrower so long as the Borrower is the surviving Person or transferee, (b) any Subsidiary Guarantor may participate in a consolidation with the Parent so long as the Parent is the surviving Person or transferee, (c) the Parent shall be in Pro Forma Compliance and subject to another Borrowerthe other provisions of this Agreement, to including Sections 9.02(j) and 9.03(e), any Subsidiary Guarantor may participate in a whollyconsolidation with any Unrestricted Subsidiary so long as the Subsidiary Guarantor is the surviving Person or transferee, (d) any Subsidiary Guarantor may participate in a consolidation with any other Subsidiary Guarantor; provided that, in the case of clause (d), the surviving Subsidiary Guarantor or transferee (the “Surviving Subsidiary Guarantor”) shall either be organized in (i) the same jurisdiction as the Subsidiary Guarantor that is not the surviving Subsidiary Guarantor or transferee (the “Non-owned Surviving Subsidiary Guarantor”), (ii) the same jurisdiction as the Surviving Subsidiary Guarantor if the Property of another Borrower (in which case only such other Borrower will continue as the Non-Surviving Subsidiary Guarantor has a Borrower hereunder) de minimus value or to a newly-formed Person to which all or derives substantially all of its value from the assets and liabilities jurisdiction in which the Surviving Subsidiary Guarantor is organized, (iii) any state of one the United States of America or more Borrowers are being transferred province of Canada, or (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE)iv) such other jurisdiction as approved by the Majority Lenders, in each case of clauses (A) and (B)e) on or before June 30, if 2016, Gran Tierra International Inc., a company incorporated under the laws of the Cayman Islands, may participate in a consolidation with the Borrower (1i) so long as the Borrower is the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2ii) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactionsconsolidation, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required is in connection compliance with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)8.13.

Mergers, Etc. Merge The Borrower shall not, and shall not permit any Subsidiary of the Borrower to, directly or indirectly, (w) merge with or into or consolidate with or into any other Person, or permit (x) liquidate, Wind-Up, dissolve or divide, (y) acquire all or any substantial portion of the properties of any going concern or going line of business (whether or not constituting a distinct legal entity), or (z) acquire all or any substantial portion of the properties of any other Person, or all or any substantial portion of the Shares of Capital Stock of any other Person which is organized as a Corporation, or all or any substantial portion of any equity interest in any other Person which is not organized as a Corporation, or agree, become or remain liable (contingently or otherwise) to do any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, except for the following (Areferred to herein as "Permitted Mergers"): (a) any A Subsidiary of the Borrower may merge with or into or consolidate with with, or into (x) another Borrower acquire all or into a newly-formed Person into which one any substantial portion of the properties of, or more Borrowers are being merged liquidate or consolidated (which Person will become a Borrower hereunder and a wholly-owned dissolve into, any other -55- 61 Subsidiary of FEthe Borrower, if the acquiring, surviving or new Corporation shall be a Wholly Owned Subsidiary of the Borrower; and (b) The Borrower, or a Subsidiary of the Borrower, may make acquisitions of the types referred to in the foregoing clauses (y) and (z) of properties of Persons other than a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another the Borrower, to a wholly-owned Subsidiary consistent with the other provisions of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to Documents, provided that the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required aggregate Adjusted Acquisition Consideration in connection with all such transactions acquisitions made after the Closing Date (and legal opinions specifically excluding the acquisition of counsel to such parties relating to such transactions and WEFA, if made on or before the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(cClosing Date) shall restrict any merger not exceed the sum of $75,000,000 plus the amount, if any, of aggregate cash proceeds (net of underwriting discounts, fees and other transaction costs) received by the Borrower after the Closing Date from issuance of Shares of Capital Stock of the Borrower (or consolidation of any Unregulated Subsidiary in connection with any sale, transfer options or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(awarrants therefor).

Mergers, Etc. Merge The Borrower will not, and will not permit any Subsidiary to, merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or into sell, transfer, lease or otherwise dispose of (xwhether in one transaction or in a series of transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (whether now owned or hereafter acquired) (any such transaction, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder“consolidation”) or to liquidate or dissolve; provided that: (a) the Borrower and the Target may consummate the Merger on the Effective Date; (b) the Borrower or any Subsidiary may participate in a newly-formed consolidation with another Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1i) no Default is continuing, (ii) any such consolidation would not cause a Default hereunder, (iii) if the Borrower consolidates with any Person, the Borrower shall be the surviving Person, transferee and (iv) if any Subsidiary (other than an Immaterial Subsidiary) consolidates with any Person (other than the Borrower or another Subsidiary) and such Subsidiary is not the surviving Person, such surviving Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument shall expressly assume in writing (in form and substance reasonably satisfactory to the Administrative Agent) all obligations of such Subsidiary under the Loan Documents; (c) any Subsidiary (including a Foreign Subsidiary or an Immaterial Subsidiary) may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving Person) or any other Subsidiary that is a Domestic Subsidiary (provided that if one of such parties to the consolidation is a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person, if one of such Subsidiaries is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary, and if one (2but not all) of such Subsidiaries are Immaterial Subsidiaries, then the Reference Ratings surviving Person shall not be an Immaterial Subsidiary); (d) any Foreign Subsidiary of the surviving Borrower may participate in a consolidation with any one or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower more Foreign Subsidiaries; provided that was a party to such transactions immediately prior to the consummation if one of such transactionsForeign Subsidiaries is a Wholly-Owned Subsidiary, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and survivor shall be a Wholly-Owned Subsidiary; and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (xe) any Borrower Immaterial Subsidiary may liquidate or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)dissolve.

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personor consolidate with it, or permit any of its Subsidiaries to do so unless so, except that: (a) any of the Subsidiaries of the Borrower may merge into or consolidate with the Borrower; provided that the Borrower is the surviving corporation; (b) any of the Subsidiaries of the Borrower may merge into or consolidate with any of the Restricted Subsidiaries; provided that the Person formed by such merger or consolidation is a Restricted Subsidiary; (c) any of the Unrestricted Subsidiaries may merge into or consolidate with any of the other Unrestricted Subsidiaries; (d) in connection with any Investment permitted by Section 7.05, any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) immediately after giving effect theretoif such Subsidiary of the Borrower is a Restricted Subsidiary, no event the Person formed by such merger or consolidation shall have occurred and be continuing that constitutes an Event of Defaulta Restricted Subsidiary, (ii) if such Subsidiary is a non-wholly owned Domestic Subsidiary, the Person formed by such merger or consolidation shall be a Domestic Subsidiary and (iii) if such Subsidiary is a Foreign Subsidiary, the Person formed by such merger or consolidation shall be a Subsidiary of the Borrower; and provided further that the Person with which such Subsidiary is merging or consolidating is engaged in substantially the same line of business as one or more of the businesses engaged in by the Borrower and its Subsidiaries on the date of this Agreement and those reasonably related or ancillary thereto; (e) in connection with any Disposition permitted under Section 7.04(h), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (f) the Borrower and its Subsidiaries may consummate the Nu-Gro Transaction; (g) the Borrower may consummate the Holding Company Event; and (h) the Borrower may enter into a merger for the purpose of changing its jurisdiction of incorporation to another jurisdiction located within the United States, provided that (i) if the Borrower is not the continuing or surviving Person, such Person shall assume the obligations and liabilities of the Borrower under the Loan Documents in a manner and pursuant to documents reasonably acceptable to the Administrative Agent and (ii) the Administrative Agent shall have reasonably determined that such merger will not materially and adversely affect the ability rights and remedies of the Administrative Agent, any Secured Party or any Lender under any of the Loan Documents. In all cases under this Section 7.03, immediately before and immediately after giving pro forma effect to such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Documentconsolidation, no Default shall have occurred and (iii) be continuing. In addition, in the case of any merger or consolidation effected pursuant to which clause (d), (e) or (h) of this Section 7.03, immediately after giving effect to such Borrower is a partymerger or consolidation, the Person formed by such consolidation or into which such Borrower and its Subsidiaries shall be merged shall (1) assume in pro forma compliance with all of the covenants set forth in Section 6.14, such Borrower’s obligations under this Agreement and compliance to be determined on the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance basis of the Required Financial Information most recently delivered to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only Lenders as though such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation had been consummated as of any Unregulated Subsidiary in connection with any sale, transfer or other disposition the first day of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)the fiscal period covered thereby.

Mergers, Etc. Merge with or into or consolidate with or into into, or consummate a Division as the Dividing Person, or reorganize in a jurisdiction outside the United States, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event any Subsidiary of Default, (ii) the consolidation Borrower may merge or merger shall not materially and adversely affect the ability of such Borrower (consolidate with or its successor by merger transfer assets to or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under acquire assets from any other Loan DocumentSubsidiary of the Borrower, and (iii) provided that in the case of any merger such merger, consolidation, or consolidation transfer of assets to which such Borrower NIPSCO is a party, the continuing or surviving Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Wholly-Owned Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, Borrower; and (Aii) any Subsidiary of the Borrower may merge with into the Borrower or into transfer assets to the Borrower; (iii) the Borrower or any Subsidiary of the Borrower may merge, or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person; provided that in each case under this clause (iii), immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the foregoing, nothing last day of the Borrower’s fiscal quarter then most recently ended); (B) in this Section 5.03(c) shall restrict any merger or consolidation the case of any Unregulated Subsidiary such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the continuing or surviving corporation; (C) in connection with any sale, transfer or other disposition the case of any equity interests in such merger, consolidation, or transfer of assets to which NIPSCO is a party, NIPSCO shall be the continuing or surviving corporation and shall be a Wholly-Owned Subsidiary of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)the Borrower; and (D) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Xxxxx’x.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred occur and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (Ai) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of ColumbiaAgent. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to . For the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all avoidance of its assets to an Unregulated Subsidiary. Notwithstanding the foregoingdoubt, nothing in this Section 5.03(c) shall restrict any (i) merger or consolidation of FES, AESC or any Unregulated Subsidiary in connection of their respective Subsidiaries with or into any salePerson or (ii) transfer of all or substantially all of the assets and liabilities of FES, transfer AESC or other disposition any of any equity interests in or assets of such Unregulated Subsidiary their respective Subsidiaries to any Person that Person, in each case, to the extent such merger, consolidation or transfer is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)the FES/AESC Credit Agreement.

Mergers, Etc. Merge Consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into or consolidate with or into any other the Borrower unless: (i) the Borrower shall be the continuing Person, or permit the Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged or that acquired or leased such property and assets of the Borrower shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental agreement, executed and delivered to the Administrative Agent, all of its Subsidiaries to do so unless the obligations of the Borrower in respect of the Advances and under all of the Notes, if any, and, if issued, the Exchange Securities, if any, and under this Agreement; 24 134 (iii) immediately after giving effect theretoto such transaction, no event Default shall have occurred and be continuing continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Borrower or any Person becoming the successor obligor in respect of the Advances shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Borrower immediately prior to such transaction; provided that constitutes an Event this clause (iii) shall only apply to a sale of Defaultsubstantially all, but less than all, of the assets of the Borrower; (iiiv) immediately after giving effect to such transaction on a pro forma basis the consolidation Borrower, or merger any Person becoming the successor obligor in respect of the Advances, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 5.02(b); provided that this clause (iv) shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause apply to (A) a consolidation, merger or sale of all (but not less than all) of the assets of the Borrower if all Liens and Indebtedness of the Borrower or any Person becoming the successor obligor in respect of the Advances, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if Incurred at such time, have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Borrower and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this subsection Agreement; or (c)B) a consolidation, merger or sale of all or substantially all of the assets of the Borrower if immediately after giving effect to perform its obligations hereunder such transaction on a pro forma basis, the Borrower or any Person becoming the successor obligor under any other Loan Document, and this Agreement shall have a Consolidated Leverage Ratio equal to or less than the Consolidated Leverage Ratio of the Borrower immediately prior to such transaction; and (C) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer of the Borrower (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) above) and an opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental agreement complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the case good faith determination of any merger or consolidation to which such Borrower is a partythe Board of Directors, whose determination shall be evidenced by Board Resolutions, the principal purpose of such transaction is to change the state of incorporation of the Borrower; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Borrower in accordance with this Section 5.02(d), the successor Person formed by such consolidation or into which the Borrower is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and with the other Loan Documents same effect as if such successor Person had been named as the Borrower herein; provided that the Borrower shall not be released from its obligation to which it is a party pay the principal of, premium, if any, or interest on the Advances in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws case of a State lease of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets property and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)assets.

Mergers, Etc. Merge with The Borrower will not, and will not permit any ------------ Subsidiary to, become a party to a merger or into consolidation, or consolidate with purchase or into otherwise acquire all or a substantial part of the business or assets of any Person or any shares or other evidence of beneficial ownership of any Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect theretowind-up, dissolve, or liquidate itself; provided, however, as long as no event shall have occurred Default -------- ------- exists or would result therefrom and be continuing that constitutes an Event of Default, (ii) provided the consolidation or merger shall not materially Borrower gives the Agent and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall Banks prior written notice: (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to Borrower (or, if approved by the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoingAgent, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEdirectly owned by the Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer acquire all or substantially all a substantial part of its the business of assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) any Person or to a newly-formed Person to which all or substantially all of the shares or other evidence of beneficial ownership of any Person (the "Target") if, with respect to such acquisition: (1) the purchase price of the proposed acquisition does not exceed $500,000; (2) the Borrower and XXX have completed due diligence on the Target and the assets and liabilities of one or more Borrowers are being transferred to be acquired (which Person due diligence shall be satisfactory to the Required Banks), including, without limitation, if applicable, a due diligence investigation as to the compliance with all Environmental Laws with respect to the Target and the assets to be acquired; (3) the Target is involved in the same general type of business activities as the Borrower and the Subsidiaries and is organized under the laws of the United States of America or a jurisdiction located therein; (4) if the proposed acquisition is an acquisition of the stock of a Target, the acquisition will be structured so that the Target will become a Borrower hereunder and a wholly-owned direct Subsidiary of FEthe Borrower or, if the Agent consents, a wholly-owned direct Subsidiary of another wholly-owned direct Subsidiary of the Borrower; if the proposed acquisition is an acquisition of assets, the assets must be located in the United States of America and the acquisition will be structured so that the Borrower or a wholly-owned direct Subsidiary of the Borrower shall acquire the assets; (5) neither the Target nor its assets shall be subject to any contingent obligations (including contingent obligations arising from any Environmental Liabilities), in Environmental Liabilities, unsatisfied judgments or any pending action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration that could reasonably be expected to have a Material Adverse Effect; (6) the Borrower shall have provided to the Agent and each case Bank, within five (5) Business Days after the closing of clauses the proposed acquisition, evidence that the following criteria are satisfied: (A) if the proposed acquisition is an acquisition of stock of a Target, the Borrower shall have provided to the Agent and each Bank (i) copies of the financial statements of the Target for the twelve (12) month period prior to the closing of the proposed acquisition for which financial statements are available (but in any event financial statements for the most recently completed fiscal year of such Target, to the extent available) containing at a minimum, a balance sheet, statement of income and statement of cash flow prepared in accordance with GAAP, (ii) if the financial statements of the Target are not audited by an independent certified public accountant of recognized national standing or otherwise acceptable to the Agent, a review or other analysis of such Target and its financial condition prepared by a third party acceptable to the Agent, with such analysis to be in form and substance acceptable to the Agent, and (iii) a pro forma Projection (including the Target) prepared on a month by month basis for the first 12 months following the acquisition and on a yearly basis for the period following the date of the consummation of the proposed acquisition through the last Termination Date, which reflects compliance with the financial covenants in this Agreement; (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunderAdjusted Target EBITDA of the Target or, as applicable, assumes the Adjusted Target EBITDA of the Target attributable to such Borrower’s or Borrowers’assets acquired, as applicable, obligations under this Agreement and for the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory most recently completed twelve (12) month period prior to the Administrative Agentclosing of the proposed acquisition for which financial statements are available shall be positive. The term "Adjusted Target EBITDA" means, for any ---------------------- period, the sum of the following, each calculated without duplication for the Target or the assets acquired for such period in a manner acceptable to the Borrower: (1) Adjusted EBITDA; plus (2) all of those expenses which have been deducted in calculating Adjusted EBITDA for such period and which will be eliminated in the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to future upon the consummation of such transactions, unless the Reference Ratings of such surviving or resulting proposed acquisition by the Borrower are at least BBB- and Baa3, and (3) as approved by the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) aboveBorrower; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).minus

Mergers, Etc. Merge with or into Allow any Borrower to merge or consolidate with or into any other Person, or permit any convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the U.S. Borrower and its Subsidiaries taken as a whole to do any Person, except that (a) any Borrower may merge or consolidate with any other Person so unless long as such Borrower is the surviving Person and (b) the following shall be permitted: (i) In the case of the U.S. Borrower, (A) the Person formed by such consolidation or into which the U.S. Borrower is merged, or the acquiring Person, is a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (B) such Person expressly assumes, pursuant to an instrument executed and delivered to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent, the U.S. Borrower’s obligations for the due and punctual payment of the Obligations and the performance of every covenant, in each case, under the Loan Documents on the part of the U.S. Borrower to be performed, (C) immediately after giving effect theretoto such transaction, no event Default or Event of Default shall have occurred and be continuing that constitutes an Event and (D) each Lender shall have received have received, at least three Business Days prior to the consummation of Defaultsuch transaction, (I) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (II) if the successor U.S. Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; and (ii) In the consolidation case of the European Borrower or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause Hong Kong Borrower, (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and is merged, or the other Loan Documents to which it acquiring Person, is a party in a writing reasonably satisfactory in form Person organized and substance to the Administrative Agent and (2) be organized existing under the laws of a State of the Netherlands, Luxembourg, Germany, the United Kingdom, Ireland or the United States of America, any State thereof or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with Columbia or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue jurisdictions as a Borrower hereunder)may be agreed by each of the applicable Lenders (such consent not to be unreasonably withheld, and conditioned or delayed) (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrowersuch Person expressly assumes, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument executed and delivered to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent, (2) such Borrower’s obligations for the Reference Ratings due and punctual payment of the surviving or resulting Obligations and the performance of every covenant, in each case, under the Loan Documents on the part of such Borrower are notto be performed, (C) immediately after giving effect to such transactionstransaction, any lower than the Reference Ratings no Default or Event of Default shall have occurred and be continuing and (D) each Borrower that was a party to such transactions immediately Lender shall have received have received, at least three Business Days prior to the consummation of such transactionstransaction, unless (I) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, PATRIOT Act and (3II) if the parties successor European Borrower or successor Hong Kong Borrower qualifies as a “legal US-DOCS\106883637.15 entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Borrower.

Mergers, Etc. Merge with or into or Neither the Borrower nor any Subsidiary will merge, dissolve, liquidate, consolidate with or into any other another Person, or permit any dispose of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation whether in one transaction or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2series of transactions) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities (whether now owned or hereafter acquired) to another or in favor of any Person, except that, so long as no Default exists or would result therefrom (i) any Subsidiary may merge with (A) the Borrower, to a wholly-owned Subsidiary of another provided that the Borrower shall be the continuing or surviving Person, or (in which case only such other Borrower will continue as a Borrower hereunderB) or to a newly-formed Person to which all or substantially all of the assets and liabilities of any one or more Borrowers are being transferred other Subsidiaries, provided that the continuing or surviving Person is a Guarantor; (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (xii) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer Loan Party may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to an Unregulated Subsidiary. Notwithstanding the foregoingBorrower or to another Loan Party; and (iii) the Borrower may reorganize into a holding company structure pursuant to Section 10.005 of the Texas Business Organizations Code on terms and conditions satisfactory to the Agent, nothing provided that the Agent shall have received, in this Section 5.03(cform and substance satisfactory to the Agent, (A) Security Instruments executed by the wholly-owned Subsidiary of the Borrower, which shall restrict any merger or consolidation become the parent of any Unregulated Subsidiary in connection the Borrower and thereupon be renamed Matador Resources Company (the “Holding Company”) and each other Loan Party created by such reorganization, together with any saleUCC-1 financing statements naming such parties as debtors, transfer or (B) a Guaranty executed by the Holding Company and each other disposition Loan Party created by such reorganization, (C) a ratification by the Borrower and each other Loan Party of any equity interests in or assets their respective obligations under the Loan Documents, (D) UCC-3 amendments reflecting the changes to the Loan Parties as a result of such Unregulated Subsidiary reorganization, (E) corporate resolutions or similar evidence of authorization of the Borrower, the Holding Company and each other Loan Party (whether now existing or created in such reorganization) to any Person that execute and deliver the foregoing documents and otherwise consummate the transactions contemplated hereby and thereby and (F) certified organizational documents of the Borrower, the Holding Company and each other Loan Party created or the corporate structure of which is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)affected by such reorganization.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEsuch Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEsuch Borrower), in each case 753191220 of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect theretoany Subsidiary of the Parent Guarantor (other than any Loan Party) may merge or consolidate with or into, no event shall have occurred and be continuing that constitutes an Event or dispose of Defaultassets to, any other Subsidiary of the Parent Guarantor or the Parent Guarantor; (ii) any Subsidiary of the consolidation Parent Guarantor that is a Guarantor (excluding, for the avoidance of doubt, the Borrower) may merge or merger consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter acquired) to, any other Subsidiary of the Parent Guarantor or the Parent Guarantor (provided, however, that the surviving entity or such transferee, if not a Guarantor hereunder or the Borrower, shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause become a Guarantor hereunder in accordance with Section 9.01); (A) the Borrower may merge or consolidate with or into, or dispose of this subsection all or substantially all of its assets (c)whether now owed or hereafter acquired) to perform its obligations hereunder to, the Parent Guarantor or under any other Loan Document, and Subsidiary of the Parent Guarantor (iiia “Borrower Merger Transaction”) so long as (x) in the case of any merger or consolidation to which such a Subsidiary of the Parent Guarantor (except as set forth in clause (z) immediately below), the Borrower is a partythe surviving Person or transferee, (y) the Parent Guarantor is the surviving Person formed or transferee and shall assume, by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing agreement reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoingAgent, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets rights and liabilities obligations of one or more Borrowers are being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents or (z) a wholly-owned (other than directors’ qualifying shares or nominee or other similar shares required pursuant to an instrument applicable law) Subsidiary of the Parent Guarantor (1) that is organized in the United States, any State thereof of the District of Columbia and (2) with respect to which the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” rules and regulations is the surviving Person or transferee and shall assume, by agreement reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings all of the surviving or resulting rights and obligations of the Borrower are notunder this Agreement and the other Loan Documents; provided, after giving effect to such transactionsfurther, any lower than the Reference Ratings of that in each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to case the Administrative Agent certified copies shall have received reasonably satisfactory reaffirmation from each Guarantor of all corporate its guarantee of the obligations of the Borrower or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein successor entity or transferee hereunder to the contrary, extent reasonably requested and (B) the Parent Guarantor may merge or consolidate with the Borrower in no event shall a transaction permitted by subclause (xA) any Borrower or Significant Subsidiary of this Section 5.02(c)(iii); (iv) the Parent Guarantor may merge with or into or consolidate with or into any Unregulated Subsidiary other Person so long as (A) the Parent Guarantor is the surviving Person or (yB) the surviving entity shall succeed, by agreement reasonably satisfactory in form and substance to the Required Lenders, to all of the businesses and operations of the Parent Guarantor and shall assume all of the rights and obligations of the Parent Guarantor under this Agreement and the other Loan Documents; (v) any Borrower Subsidiary of the Parent Guarantor (other than the Borrower) may merge or Significant Subsidiary transfer consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding (whether now owned or hereafter acquired) to, another Person (other than the foregoingParent Guarantor or any Subsidiary thereof) so long as (A) the consideration received in respect of such merger, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any saleconsolidation, transfer conveyance, transfer, lease or other disposition of any equity interests in or assets is at least equal to the fair market value of such Unregulated Subsidiary assets and (B) no Material Adverse Effect would reasonably be expected to any Person result from such merger, consolidation, conveyance, transfer, lease or other disposition; provided, in the cases of clause (i), (ii), (iii), (iv) and (v) of this Section 5.02(c), that is not an Affiliate no Default shall have occurred and be continuing at the time of any Borrower in a such proposed transaction permitted under Section 5.03(a)or would result therefrom.

Mergers, Etc. Merge with or into or consolidate with or into into, liquidate or dissolve, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) any Subsidiary of the Borrower may merge or consolidate with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with any one or more other Subsidiaries of the Borrower, (ii) the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any of its assets to the Borrower or any Subsidiary of the Borrower, as the case may be, (iii) the Borrower or any Subsidiary of the Borrower may merge with any other corporation, provided that the Borrower or, in the case of any Subsidiary, a Subsidiary shall be the continuing or surviving corporation, and the Borrower shall be in compliance on a pro forma basis after giving effect to such merger, with the covenants contained in Sections 5.02(e) and (f), recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such merger (and any related incurrence or repayment of Debt) had occurred on the first day of each relevant period for testing such compliance, (iv) the Borrower may engage in transactions permitted by Section 5.02(c), 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, in the case of each transaction permitted under this Section 5.02(b), at the time of such proposed transaction and immediately after giving effect theretoto such proposed transaction, no event Default shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)continuing.

Mergers, Etc. Merge The Borrower will not, and will not permit any Subsidiary to, merge into or with or into or consolidate with or into any other Person, or permit any sell, lease or otherwise dispose of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation whether in one transaction or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2series of transactions) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another Borrowerany other Person (any such transaction, to a wholly-owned “consolidation”); provided that (a) any Subsidiary of another Borrower may (i) participate in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses consolidation with (A) and the Borrower (provided that the Borrower shall be the continuing or surviving corporation), or (B), ) any other Subsidiary (provided that if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was Subsidiary Guarantor is a party to such transactions immediately prior transaction, the survivor is a Subsidiary Guarantor or becomes a party to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3Subsidiary Guaranty as a Subsidiary Guarantor) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (yii) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated a Subsidiary Guarantor or a Person that becomes a party to the Subsidiary Guaranty as a Subsidiary Guarantor; (b) the Borrower or any Subsidiary may participate in a consolidation (other than as described in clause (a) above) if (i) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and (ii) the Borrower or such Subsidiary. Notwithstanding , as the foregoingcase may be, nothing in this Section 5.03(c) shall restrict any merger is the surviving entity or consolidation the recipient of any Unregulated Subsidiary in connection with any such sale, transfer lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower or any equity interests in Guarantor from any of its obligations under this Agreement or any other Loan Document; (c) any sale of all or substantially all of the assets of any Subsidiary provided that such Unregulated sale is permitted by Section 9.09; and (d) any Subsidiary to any Person that may liquidate or dissolve if (i) the continued existence and operation of such Subsidiary is no longer in the best interests of the Borrower and its Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such liquidation and dissolution is not an Affiliate of disadvantageous in any Borrower in a transaction permitted under Section 5.03(a)material respect to the Lenders, and (iii) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (but excluding, for the avoidance of doubt, the following transactions: (w) any other transfer of cash, cash equivalents or marketable securities in the ordinary course of business, (x) any issuance by a Person of its own equity interests, (y) any transfer for security purposes that is permitted by Section 6.2.2 and (z) any casualty loss, governmental taking or similar disposition) (whether in one transaction or in a series of related transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of any Borrower or of any Borrower and its Subsidiaries (taken as a whole) to, any Person, or permit any of its Material Subsidiaries to do so unless so, except that (i) immediately after giving effect theretoany Subsidiary (other than any Company) may merge or consolidate with or into, no event shall have occurred or transfer, convey or dispose of assets to, any other Person so long as such transaction or series of related transactions does not result in the transfer, conveyance or other disposal of all or substantially all of the assets (whether now owned or hereafter acquired) of any Borrower or of any Borrower and be continuing that constitutes an Event of Defaultits Subsidiaries (taken as a whole), (ii) any of the consolidation Companies and any Material Subsidiary may merge into or merger shall not materially and adversely affect transfer, convey or dispose of assets to any Person in a transaction in which a Company or a Material Subsidiary is the ability of surviving or transferee entity (provided that any such Borrower (transaction involving a Company must result in a Company as the surviving or its successor by merger or consolidation as contemplated by clause (A) of this subsection (ctransferee entity)) to perform its obligations hereunder or under any other Loan Document, and (iii) in Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the case sole purpose of any merger or consolidation to which such Borrower is a party, changing the Person formed by such consolidation or into which such Borrower state of incorporation of Harley if the surviving corporation shall be merged shall (1) expressly assume such Borrower’s obligations 45 the liabilities of Harley under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2iv) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower Guarantor may merge with or into or consolidate with or into a Person (xother than a Borrower) another Borrower or into in a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (transaction in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE)Guarantor is the surviving entity; provided, in each case case, that no Unmatured Default shall have occurred and be continuing at the time of clauses (A) and (B), if (1) the surviving Person, transferee such proposed transaction or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, would result after giving effect thereto and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries in respect of dispositions of inventory, cash or obsolete, used or surplus equipment or other Property in the ordinary course of business or in respect of any Permitted Finance Receivables Securitization and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries from selling or disposing of any Property the contemplated disposition of which Harley has disclosed in any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with or furnished to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately Commission prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Closing Date.

Mergers, Etc. Merge with or into or consolidate with or into any other PersonEach of the Loan Parties will not, or and will not permit any of its Subsidiaries to, (a) become a party to do so unless a merger, consolidation, amalgamation or wind-up (b) wind-up, dissolve or liquidate itself, or (c) purchase or acquire all or a material or substantial part of the Capital Stock or business or Properties of any Person (other than pursuant to the Prior Acquisitions); provided, however, that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or wind- up into or consolidate with or into (x) another the Borrower or into a newlyWholly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Owned Subsidiary of FEthe Borrower if (but only if) (A) the Borrower or such Wholly-Owned Subsidiary, respectively, is the surviving entity in such merger or wind-up, (yB) the surviving entity in such merger or wind-up, if a whollyWholly-owned Owned Subsidiary of another the Borrower, shall be incorporated or organized in a state of the U.S. unless all non- surviving entities in such merger or wind-up are not incorporated or organized in a state of the U.S., (C) at the time of such merger or wind-up, each of the Subsidiaries of the Borrower (in which case only are parties to such other Borrower will continue as a Borrower hereunder)merger or wind-up is Solvent, and (BD) any no Default exists at the time of such merger or wind-up or would result therefrom; and (ii) the Borrower may transfer all or substantially all and its Wholly-Owned Subsidiaries may, subject to compliance with the requirements of its assets this Agreement (including, without limitation, Sections 5.3, 5.4 and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE8.17), in each case of clauses (A) and (B), if (1) the surviving Person, transferee make or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) aboveconsummate Permitted Acquisitions; provided, however, that notwithstanding anything herein to no Permitted Acquisitions may be made if a Default exists at the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets time of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Permitted Acquisition or would result therefrom.

Mergers, Etc. Merge Neither the Borrower nor any other Credit Party will merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or into sell, transfer, lease or otherwise dispose of (xwhether in one transaction or in a series of transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another any other Person (whether now owned or hereafter acquired) (any such transaction being referred to in this Section 9.11 as a “consolidation”), or liquidate or dissolve; provided that (a) the Borrower may engage or participate in a consolidation with any Subsidiary or any other Person; provided that (i) the Borrower shall be the continuing or surviving Person or, in the case of a consolidation with or into the Borrower, the Person formed by or surviving any such consolidation (if other than the Borrower) shall be an entity organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (the Borrower or such Person, as the case may be, being herein referred to a wholly-owned Subsidiary of another as the “Successor Borrower”), (ii) the Successor Borrower (in which case only such if other Borrower will continue as a Borrower hereunderthan the Borrower) or to a newly-formed Person to which shall expressly assume all or substantially all the obligations of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (2iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing on the Reference Ratings date of such consolidation or would result from such consummation of such consolidation, and (iv) if such consolidation involves the surviving or resulting Borrower are notand a Person that, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactionsconsolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in compliance, on a pro forma basis after giving effect to such consolidation, with the financial covenants under Section 9.01, as such covenants are recomputed as of the most recent Determination Date as if such consolidation had occurred on such Determination Date, (B) each Guarantor, unless it is the Reference Ratings other party to such consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guaranty Agreement confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (C) if not in an Investment Grade Period, each Restricted Subsidiary, unless it is the other party to such consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Loan Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (D) if not in an Investment Grade Period, each mortgagor of a Mortgaged Property, unless it is the other party to such surviving consolidation or resulting unless the Successor Borrower are at least BBB- and Baa3is the Borrower, and shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (3E) the parties to such transaction deliver Borrower shall have delivered to the Administrative Agent certified copies an officer’s certificate stating that such consolidation and any supplements to the Loan Documents preserve the enforceability of all corporate or limited liabilitythe Guaranty Agreement and, equity holder if not in an Investment Grade Period, the perfection and Governmental Authority approvals required in connection with such transactions and legal opinions priority of the Liens under the Security Instruments, (F) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to such parties relating be provided to such transactions the effect that the Loan Documents (and the assumption agreement described in clause of Borrower’s obligations thereunder) are enforceable against the Successor Borrower; and (1G) abovesuch consolidation shall be a permitted Investment hereunder; provided, howeverthat if the foregoing are satisfied, that notwithstanding anything herein to the contrarySuccessor Borrower (if other than the Borrower) will succeed to, in no event shall and be substituted for, the Borrower under this Agreement; (xb) any Borrower Subsidiary may participate in a consolidation with another Subsidiary (provided that in the case of any consolidation involving one or Significant more Restricted Subsidiaries, a Restricted Subsidiary merge shall be the continuing or surviving Person (which may include the continuing or surviving Person becoming a Restricted Subsidiary on the date of and contemporaneously with such consolidation in accordance with Section 8.13(b)), and in the case of any consolidation involving one or into more Guarantors, a Guarantor shall be the continuing or consolidate surviving Person (which may include the continuing or surviving Person becoming a Guarantor on the date of and contemporaneously with or into any Unregulated Subsidiary or such consolidation in accordance with Section 8.13(b)); (yc) any Borrower Subsidiary may dispose of any or Significant Subsidiary transfer all or substantially all of its assets (whether voluntarily or otherwise) to an Unregulated Subsidiary. Notwithstanding the foregoingBorrower or any Restricted Subsidiary and (d) any Subsidiary of the Borrower may dissolve, nothing in this Section 5.03(c) shall restrict liquidate or wind up its affairs at any merger time; provided that such dissolution, liquidation or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary winding up would not reasonably be expected to any Person that is not an Affiliate of any Borrower in have a transaction permitted under Section 5.03(a)Material Adverse Effect.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such the Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such the Borrower is a party, the Person formed by such consolidation or into which such the Borrower shall be merged shall (1) assume such the Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any the Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are the Borrower is being merged or consolidated (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FEthe Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any the Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are the Borrower is being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FEthe Borrower), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a the Borrower hereunder, as applicable, hereunder assumes such the Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each the Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the 744224964 Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into it or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any other Person, or permit any of its Restricted Subsidiaries to do so unless so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Wholly Owned Restricted Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Restricted Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; (ii) any of the Borrower's Subsidiaries may consolidate with or merge into the Borrower, provided that the Borrower is the surviving entity; and (iii) any of the Restricted Subsidiaries of the Borrower may (A) merge into or consolidate with, or (B) convey, transfer or lease substantially all of its assets in compliance with Section 5.02(e) (other than clause (iv) thereof) in a single transaction or series of transactions to, any other Person or (C) permit any other Person to merge into or consolidate with it; provided, in the case of any merger or consolidation or conveyance, transfer or lease of substantially all of its assets, (1) the Person formed by such consolidation or into which the Restricted Subsidiary shall be merged or assets shall be conveyed, transferred or leased shall, at the effective time of such merger or consolidation or transfer or lease be Solvent and shall have assumed all obligations of such Restricted Subsidiary under any Subsidiary Guaranty to which such Restricted Subsidiary is a party in a writing satisfactory in form and substance to the Required Lenders and (2) the Borrower shall have caused to be delivered to the Paying Agent an opinion of independent counsel satisfactory to the Paying Agent to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with the terms thereof; provided, however, that in each case, immediately after giving effect thereto, no event shall have occurred occur and be continuing that constitutes an Event of a Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge with or (a) Guarantor will not, and will not permit any of the Restricted Subsidiaries to, merge into or consolidate with or into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of its Subsidiaries to do so (in one transaction or in a series of transactions) all or a substantial portion of Guarantor’s consolidated assets, or all or a substantial portion of the stock of all of the Restricted Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, unless (i) at the time thereof and immediately after giving effect thereto, thereto no event Event of Default shall have occurred and be continuing that constitutes an Event of Default, and (ii) after giving effect to any such transaction, the business, taken as a whole, of Guarantor and the Restricted Subsidiaries shall not have been altered in a fundamental and substantial manner from that conducted by them, taken as a whole, immediately prior to the Signing Date; provided that (x) Guarantor shall not merge into or consolidate with such other Person, unless Guarantor shall survive such consolidation or merger merger, (y) Guarantor shall not materially liquidate or dissolve and adversely affect the ability of such (z) a Subsidiary Guarantor shall not liquidate or dissolve except into Guarantor or another Subsidiary Guarantor. (b) CME Guarantor will not, and will not permit Borrower (to, merge into, amalgamate or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under consolidate with any other Loan DocumentPerson, and or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (iiiin one transaction or in a series of transactions) all or a substantial portion of Borrower’s or CME Guarantor’s consolidated assets, as applicable, other than, in the case of Borrower, into another Subsidiary of CME Guarantor (provided that any such merger or consolidation to which such of the Borrower is a party, the Person formed by such consolidation or into which such Borrower another Subsidiary of CME Guarantor shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance subject to the Administrative Agent and following requirements: (2i) such Subsidiary shall be organized under the laws of the Netherlands, Bermuda, a State of jurisdiction located in the United States of America or any other jurisdiction that is approved by each of the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), Lenders and (Bii) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies shall have received, for distribution to the Lenders, documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in respect of all corporate or limited liabilitysuch Subsidiary, equity holder and Governmental Authority approvals required in connection along with such transactions other instruments, documents and legal opinions of counsel to such parties relating to such transactions and (consistent with those delivered on the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein Signing Date with respect to the contrary, Borrower) as the Administrative Agent shall reasonably request in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets respect of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(aSubsidiary), or liquidate or dissolve.

Mergers, Etc. Merge The Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, merge into or with or into or consolidate with or into any other Person, or permit any of its Subsidiaries other Person to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with it, or into sell, lease or otherwise dispose of (xwhether in one transaction or in a series of related transactions) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets Property to any other Person (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”) or divide; provided that: (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and liabilities to another Borroweris continuing or would result therefrom, to a wholly-owned any Restricted Subsidiary of another the Borrower (may participate in a consolidation with the Borrower in a transaction in which case only such the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity; (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor; (c) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) after giving effect thereto, the Credit Parties are in compliance with Section 8.14, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower will continue as a Borrower hereunder) or to a newlySubsidiary Guarantor; (d) any Restricted Subsidiary may wind-formed Person to which all or substantially all up if the Borrower determines in good faith that such wind-up is in the best interests of the assets Borrower and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) is not materially disadvantageous to the Lenders and (B)i) with respect to any Subsidiary Guarantor, provides written notice to the Administrative Agent not less than five (5) days (or less, as the Administrative Agent may agree in its sole discretion) prior to such wind-up, (ii) distributes all Property of the entity subject of the wind-up to the Borrower or another Restricted Subsidiary, and (iii) complies in all respects with all covenants and agreements in the Loan Documents to provide the Administrative Agent with perfected first-priority liens (subject to Excepted Liens) on all Property so distributed; (e) any Restricted Subsidiary that is not a Guarantor may participate in a merger or consolidation with any other Restricted Subsidiary; provided that if (1) any Guarantor participates in such merger or consolidation, a Guarantor shall be the surviving Person; (f) Credit Parties and their Restricted Subsidiaries may engage in Dispositions permitted by Section 9.11; (g) any Subsidiary of the Borrower or any other Person may be merged, transferee amalgamated or consolidated with or into the Borrower; provided that (i) the Borrower shall be the continuing or surviving Person otherwise specified above to become or, in the case of a merger, amalgamation or consolidation with or into the Borrower, the Person formed by or surviving any such merger, amalgamation or consolidation (if other than the Borrower) shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Borrower hereunderor such Person, as applicablethe case may be, assumes such being herein referred to as the “Successor Borrower’s or Borrowers’”), as applicable, (ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation, (iv) such merger, amalgamation or consolidation does not adversely affect the Collateral in any material respect, (v) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in compliance with the covenants contained in Section 9.01 on a pro forma basis immediately after giving effect to such merger, amalgamation or consolidation, (B) each Subsidiary Guarantor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guaranty and Collateral Agreement confirmed that its guarantee of the Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (C) each Subsidiary Guarantor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Loan Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (D) if requested by the Collateral Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by an instrument amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any supplements to the Loan Documents preserve the enforceability of the guarantee under the Guaranty and Collateral Agreement and the perfection and priority of the Liens under the Guaranty and Collateral Agreement, (F) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Document and (G) such merger, amalgamation or consolidation shall otherwise be permitted under Section 9.05; and (vi) the Administrative Agent shall have received at least five (5) days prior to the date of such merger, amalgamation or consolidation all documentation and other information about such Subsidiary or other Person required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been reasonably requested by the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement; and (h) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guaranty and Collateral Agreement and any applicable Mortgage, each in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent in order for the surviving Person to become a Guarantor, and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties, (2iii) no Event of Default has occurred and is continuing on the Reference Ratings date of such merger, amalgamation or consolidation or would result from the surviving consummation of such merger, amalgamation or resulting Borrower are notconsolidation, after giving effect to (iv) if such transactionsmerger, any lower than the Reference Ratings of each Borrower that was amalgamation or consolidation involves a party to such transactions immediately Subsidiary and a Person that, prior to the consummation of such transactionsmerger, unless amalgamation or consolidation, is not a Restricted Subsidiary of the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3Borrower, and (3A) the parties Borrower shall be in compliance with the covenants contained in Section 9.01 on a pro forma basis immediately after giving effect to such transaction deliver merger, amalgamation or consolidation, (B) the Borrower shall have delivered to the Administrative Agent certified copies an officer’s certificate stating that such merger, amalgamation or consolidation and such supplements to any Loan Document preserve the enforceability of all corporate or limited liability, equity holder the guaranty under the Guaranty and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions Collateral Agreement and the assumption agreement described in clause perfection and priority of the Liens under the Guaranty and Collateral Agreement and (1C) above; providedsuch merger, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger amalgamation or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction shall otherwise be permitted under Section 5.03(a)9.05; and (v) the Administrative Agent shall have received at least five (5) days prior to the date of such merger, amalgamation or consolidation all documentation and other information about such Subsidiary or other Person required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been reasonably requested by the Administrative Agent.

Mergers, Etc. Merge with or into or consolidate with or into into, liquidate or dissolve, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) any Subsidiary of the Borrower may merge or consolidate with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with any one or more other Subsidiaries of the Borrower, (ii) the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any of its assets to the Borrower or any Subsidiary of the Borrower, as the case may be, (iii) the Borrower or any Subsidiary of the Borrower may merge with any other corporation, provided that the Borrower or, in the case of any Subsidiary, a Subsidiary shall be the continuing or surviving corporation, and the Borrower shall be in compliance on a pro forma basis after giving effect to such merger, with the covenants contained in Sections 5.02(e),(f), (g) and (n) recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such merger (and any related incurrence or repayment of Debt) had occurred on the first day of each relevant period for testing such compliance, (iv) the Borrower may engage in transactions permitted by Section 5.02(c), 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, in the case of each transaction permitted under this Section 5.02(b), at the time of such proposed transaction and immediately after giving effect theretoto such proposed transaction, no event Default shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)continuing.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (excluding for the avoidance of doubt (i) any other transfer of cash, cash equivalents or marketable securities in the ordinary course of business, (ii) any issuance by a Person of its own equity interests, (iii) any transfer for security purposes that is permitted by Section 5.02(a) and (iv) any casualty loss, governmental taking or similar disposition) (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so unless so, except that (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Material Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into into, or transfer, convey, lease or dispose of assets to, any other Person (x) another Borrower so long as such merger, consolidation, transfer, conveyance, lease or into disposition does not effectuate a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary disposition of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets of the Borrower and liabilities its Subsidiaries taken as a whole), (ii) any Material Subsidiary of one the Borrower may merge into or more Borrowers are being transferred transfer, lease, convey or dispose of assets to the Borrower, (which Person will become iii) the Borrower may merge into a Borrower hereunder and a wholly-wholly owned Subsidiary of FE), in each case the Borrower that has no material assets or liabilities for the sole purpose of clauses (A) and (B), changing the state of incorporation of the Borrower if (1) the surviving Person, transferee or Person otherwise specified above to become a shall expressly assume the liabilities of the Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative AgentNotes, (2iv) the Reference Ratings of Borrower may merge or consolidate with any Person so long as the Borrower is the surviving or resulting Borrower are not, after giving effect continuing Person and (v) subject to such transactionsclause (iv) above, any lower than Material Subsidiary may merge with any Person so long as such Material Subsidiary is the Reference Ratings of surviving or continuing Person, provided, in each Borrower case, that was a party to such transactions immediately prior to no Default shall have occurred and be continuing at the consummation time of such transactionsproposed transaction or would result therefrom and provided, unless further, that the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and foregoing shall not restrict (3A) the parties to such transaction deliver to Borrower or its Material Subsidiaries in respect of conveyances, transfers, leases or other dispositions (i) of inventory, or obsolete, used or surplus property in the Administrative Agent certified copies ordinary course of business or (ii) in respect of any Permitted Receivables Financing or (B) the sale of all corporate or limited liabilityany portion of the equity interest in, equity holder and Governmental Authority approvals required or all or any portion of the assets of, Snap-On Credit LLC or any of its Subsidiaries, so long as such sale is conducted in connection with such transactions and legal opinions of counsel to such parties relating to such transactions an arm’s length transaction and the assumption agreement described in clause Borrower (1or a Subsidiary of the Borrower) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially receive all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict net proceeds from any merger or consolidation of any Unregulated Subsidiary in connection with any such sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Restricted Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred the Borrower and be continuing that constitutes an Event of Default, its Restricted Subsidiaries may consummate the Merger; (ii) any Restricted Subsidiary of the consolidation Borrower may merge into or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under consolidate with any other Loan DocumentRestricted Subsidiary of the Borrower, and (iii) provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Restricted Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which such Borrower a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation or into which such Borrower shall be merged shall a Subsidiary Guarantor; (1iii) assume such Borrower’s obligations in connection with any acquisition permitted under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Section 5.02(f), any Restricted Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with any other Person or permit any other Person to merge into (x) another Borrower or into consolidate with it; provided that the person surviving such merger shall be a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-wholly owned Restricted Subsidiary of FE) the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (Biv) any Borrower Loan Party may transfer all or substantially all of its assets and liabilities to another merge into the Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contraryin each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation case of any Unregulated Subsidiary in connection with any salesuch merger to which the Borrower is a party, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that the Borrower is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)the surviving corporation.

Mergers, Etc. Merge with or into or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEFET) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FEFET), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3correspond to Pricing Level 1, 2, 3 or 4, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge with or into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any of its Restricted Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event any Restricted Subsidiary of Default, (ii) the consolidation Borrower may merge into or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under consolidate with any other Loan DocumentRestricted Subsidiary of the Borrower, and (iii) provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Restricted Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which such Borrower a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be, is a party, the Person formed by such merger or consolidation or into which such Borrower shall be merged shall a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be; (1ii) assume such Borrower’s obligations in connection with any acquisition permitted under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State Section 5.02(f)(viii), any Restricted Subsidiary of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with any other Person or permit any other Person to merge into (x) another Borrower or into consolidate with it; provided that the Person surviving such merger shall be a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-wholly owned Restricted Subsidiary of FE) the Borrower provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be, is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be; and (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (Biii) any Borrower Restricted Subsidiary may transfer all or substantially all of its assets and liabilities to merge into another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions the disposition of counsel all its assets to such parties relating to such transactions and the assumption agreement described in clause (1) aboveextent permitted under Section 5.02(e); provided, however, that notwithstanding anything herein to the contraryin each case, in immediately before and after giving effect thereto, no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding occur and be continuing that constitutes a Default and, in the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation case of any Unregulated Subsidiary in connection with any salesuch merger to which the Borrower is a party, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that the Borrower is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)the surviving corporation.

Mergers, Etc. Merge with or into or consolidate with or into into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) any Subsidiary of the Guarantor (other than the Borrower) may merge or consolidate with or transfer assets to or acquire assets from any other Subsidiary of the Guarantor, provided that in the case of any such merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party, the continuing or surviving Person shall be a Wholly-Owned Subsidiary of the Guarantor; and (ii) the Borrower may merge or consolidate with, or transfer assets to, or acquire assets from, any other Wholly-Owned Subsidiary of the Guarantor, provided that in the case of any such merger or consolidation to which the Borrower is not the surviving Person, or transfer of all or substantially all of the assets of the Borrower to any other Wholly-Owned Subsidiary of the Guarantor, immediately after giving effect thereto, (A) no event Event of Default shall have occurred and be continuing that constitutes an Event (determined, for purposes of Defaultcompliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor’s fiscal quarter then most recently ended) and (iiB) such surviving Person or transferee, as applicable, shall have assumed all of the consolidation or merger shall not materially obligations of the Borrower under and adversely affect in respect of the ability Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such opinions of such Borrower (or its successor by merger or consolidation counsel and other supporting documents as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and they may reasonably require; and (iii) any Subsidiary of the Guarantor may merge into the Guarantor or the Borrower or transfer assets to the Borrower or the Guarantor, provided that in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States Borrower into the Guarantor or the District transfer of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a the Borrower hereunder and a wholly-owned Subsidiary of FE)to the Guarantor, in each case of clauses immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (B)determined, if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings for purposes of the surviving or resulting Borrower are not, compliance with Article VII after giving effect to such transactionstransaction, any lower than on a pro forma basis as if such transaction had occurred on the Reference Ratings last day of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, Guarantor’s fiscal quarter then most recently ended) and (3B) the parties to such transaction deliver Guarantor shall have assumed all of the obligations of the Borrower under and in respect of the Credit Documents by written instrument satisfactory to the Administrative Agent certified copies of all corporate or limited liabilityand its counsel in their reasonable discretion, equity holder and Governmental Authority approvals required in connection with accompanied by such transactions and legal opinions of counsel to such parties relating to such transactions and other supporting documents as they may reasonably require; and (iv) the assumption agreement described in clause (1) above; providedGuarantor or any Subsidiary of the Guarantor may merge, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person; provided that in each case under this clause (iii), immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the foregoing, nothing last day of the Guarantor’s fiscal quarter then most recently ended); (B) in this Section 5.03(c) shall restrict any merger or consolidation the case of any Unregulated Subsidiary such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the continuing or surviving corporation; (C) in connection with any sale, transfer or other disposition the case of any equity interests such merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party, NIPSCO or Columbia, as the case may be, shall be the continuing or surviving corporation and shall be a Wholly-Owned Subsidiary of the Guarantor; (D) in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate the case of any Borrower in such merger, consolidation or transfer of assets to which the Guarantor is a transaction permitted under Section 5.03(a)party, the Guarantor shall be the continuing or surviving corporation; and (E) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Mxxxx’x.

Mergers, Etc. Merge with or into or consolidate with or into into, or consummate a Division as the Dividing Person, or reorganize in a jurisdiction outside the United States, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any other Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event any Subsidiary of Default, (ii) the consolidation Borrower may merge or merger shall not materially and adversely affect the ability of such Borrower (consolidate with or its successor by merger transfer assets to or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under acquire assets from any other Loan DocumentSubsidiary of the Borrower, and (iii) provided that in the case of any merger such merger, consolidation, or consolidation transfer of assets to which such Borrower NIPSCO is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State own at least 70% of the United States Capital Stock of the continuing or the District of Columbia. Without limiting the foregoing, surviving Person; and (Aii) any Subsidiary of the Borrower may merge with into the Borrower or into transfer assets to the Borrower; (iii) the Borrower or any Subsidiary of the Borrower may merge, or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding any other Person; provided that in each case under this clause (iii), immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the foregoing, nothing last day of the Borrower’s fiscal quarter then most recently ended); (B) in this Section 5.03(c) shall restrict any merger or consolidation the case of any Unregulated Subsidiary such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the continuing or surviving corporation; (C) in connection with any sale, transfer or other disposition the case of any equity interests in such merger, consolidation, or transfer of assets to which NIPSCO is a party, NIPSCO shall be the continuing or surviving Person and the Borrower shall own at least 70% of such Unregulated Subsidiary to any Person that is not an Affiliate the Capital Stock of any Borrower in a transaction permitted under Section 5.03(a)NIPSCO after giving effect thereto; and (D) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Xxxxx’x.

Mergers, Etc. Merge with or into or consolidate with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets (other than the acquisition of assets of any other Facility or Related Business or an Existing Clinic Acquisition, whether or not such acquisition is accomplished by merger or by Securities or asset purchase, so long as such acquisition satisfies all the conditions precedent set forth in Section 5.02(f)(i) or (ii) and, if any merger involves the Borrower, the Borrower is the surviving corporation) of, any Person, or permit any of its Subsidiaries to do so unless so, except that: (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) any Subsidiary may consolidate with or merge into the consolidation or merger shall not materially and adversely affect the ability of such Borrower (only if the Borrower shall be the continuing or its successor by merger surviving corporation) or consolidation as contemplated by clause (except for the Intercompany Creditor) with or into one or more other Subsidiaries that are Guarantors, provided that (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, immediately before and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactionsconsolidation or merger, any lower than the Reference Ratings of each Borrower that was a party to such transactions immediately prior to parties thereto and the consummation of such transactionssurvivor thereof all are Solvent, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- (B) all Guaranties shall continue in full force and Baa3effect, and (3C) the parties Agent shall have been furnished with a favorable opinion of counsel reasonably satisfactory to the Agent covering such matters as the Agent may reasonably request; and (ii) the Borrower may consolidate or merge with any other Person, provided that (A) immediately before and after giving effect to such transaction deliver to consolidation or merger, the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions thereto and the assumption agreement described survivor thereof all are Solvent, (B) the Borrower shall be the continuing or surviving corporation, (C) no Change of Control shall occur and (D) all Guaranties shall continue in clause (1) abovefull force and effect; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) immediately before and after any Borrower consolidation or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in merger under this Section 5.03(c) 5.02(g), no Event of Default, or event which, with the giving of notice or lapse of time or both, would become an Event of Default, shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)have occurred and be continuing.

Mergers, Etc. Merge Each Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with 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 (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired), or liquidate or dissolve; except that, so long as no Event of Default exists or would result therefrom: (a) any Restricted Subsidiary may merge, amalgamate or consolidate with or into (i) a Borrower; provided that such Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries; provided that when any Person that is an Obligor is merging with a Restricted Subsidiary, an Obligor shall be the continuing or surviving Person; (i) any Restricted Subsidiary that is not an Obligor may merge, amalgamate or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred Restricted Subsidiary that is not an Obligor; and be continuing that constitutes an Event of Default, (ii) any Subsidiary may liquidate or dissolve or a Borrower or any Subsidiary may change its legal form if the consolidation or merger shall Company determines in good faith that such action is in the best interest of the Company and its Restricted Subsidiaries and if not materially and adversely affect disadvantageous to the ability of such Borrower Lenders (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) it being understood that in the case of any merger change in legal form, (x) any Borrower shall remain a Borrower and (y) a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary of the Company may Dispose of all or consolidation substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to a Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is an Obligor, then (i) the transferee must be an Obligor or (ii) to the extent constituting an Investment, such Investment must be an Permitted Investment in a Restricted Subsidiary which is not an Obligor in accordance with Section 10.2.4 (other than Permitted Investments under Section 10.2.4(j)); and (d) so long as no Event of Default exists or would result therefrom, a Borrower may merge with any other Person; provided that (1) such Borrower is a party, shall be the continuing or surviving corporation or (2) if the Person formed by or surviving any such merger or consolidation is not a Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or into which existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it such Borrower is a party in pursuant to a writing reasonably satisfactory supplement hereto or thereto in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2C) each Obligor, unless it is the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower that was a other party to such transactions immediately merger or consolidation, shall have confirmed that its obligations under the Loan Documents, including the Guaranty, shall continue to apply to the Successor Company’s obligations under the Loan Documents, (D) each Obligor, unless it is the other party to such merger or consolidation, shall have by a supplement to this Agreement and any other applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) such Borrower shall have delivered to Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Security Document does not conflict with this Agreement, (F) Administrative Agent shall have received at least 5 Business Days prior to such merger all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the consummation of USA PATRIOT Act reasonably requested by the Lenders, (G) if the Successor Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Administrative Agent and each Lender that so requests, shall have received a Beneficial Ownership Certification in relation to such transactions, unless the Reference Ratings of such surviving or resulting Borrower are Successor Company at least BBB- and Baa35 Business Days prior to such merger, and (3H) the parties Borrower Agent shall have provided written notice of such merger to Administrative Agent at least 5 Business Days prior to such transaction deliver to merger; provided further that if the foregoing are satisfied (and in the case of the preceding sub-clauses (F), (G) and (H) are satisfied at least 5 Business Days, or such shorter time as Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required may agree in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contraryits reasonable discretion, in no event shall (x) any advance), the Successor Company will succeed to, and be substituted for, such Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in under this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Agreement.

Mergers, Etc. Merge Neither Parent, any Borrower nor any other Credit Party will merge into or with or into or consolidate with or into any other Person, or permit any sell, lease or otherwise dispose of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation whether in one transaction or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2series of transactions) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), and (B) any Borrower may transfer all or substantially all of its assets and liabilities Property to another any other Person (any such transaction, a “consolidation”); provided that any Borrower may participate in a consolidation with any other Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transactions, any lower than the Reference Ratings of each Borrower ; provided further that was a party to such transactions immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer other Credit Party may dispose of all or substantially all of its assets Property to an Unregulated the extent permitted by Section 9.12; provided further that any Restricted Subsidiary may participate in a consolidation with a Borrower (provided that a Borrower shall be the continuing or surviving Person) or any other Restricted Subsidiary that is a Domestic Subsidiary (provided that if one of such parties to the consolidation is a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person) and if one of such Restricted Subsidiaries is a Wholly-Owned Subsidiary, then the continuing or surviving Person shall be a Wholly-Owned Subsidiary; provided further that, so long as no Default or Event of Default then exists or would otherwise result therefrom, any Borrower may merge with another Person if such Borrower is the continuing or surviving Person in such merger; provided further that, so long as no Default or Event of Default then exists or would otherwise result therefrom, Parent may merge with another Person if Parent is the continuing or surviving Person in such merger. Notwithstanding For the foregoingpurposes of this Section, nothing in this Section 5.03(c) a Person shall restrict any be deemed to be the continuing or surviving Person following a merger or consolidation of only if (a) such Person is designated as the continuing or surviving Person on any Unregulated Subsidiary in connection applicable certificates evidencing such consolidation or merger that are filed with any saleGovernmental Authority and (b) such Person is considered to be the continuing or surviving Person for all other purposes including, transfer or other disposition without limitation, for purposes of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)GAAP.”

Mergers, Etc. Merge with or into Allow any Borrower to merge or consolidate with or into any other Person, or permit any convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the U.S. Borrower and its Subsidiaries taken as a whole to do any Person, except that (a) any Borrower may merge or consolidate with any other Person so unless long as such Borrower is the surviving Person and (b) the following shall be permitted: (i) In the case of the U.S. Borrower, (A) the Person formed by such consolidation or into which the U.S. Borrower is merged, or the acquiring Person, is a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (B) such Person expressly assumes, pursuant to an instrument executed and delivered to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent, the U.S. Borrower’s obligations for the due and punctual payment of the Obligations and the performance of every covenant, in each case, under the Loan Documents on the part of the U.S. Borrower to be performed, (C) immediately after giving effect theretoto such transaction, no event Default or Event of Default shall have occurred and be continuing that constitutes an Event and (D) each Lender shall have received have received, at least three Business Days prior to the consummation of Defaultsuch transaction, (I) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (II) if the successor U.S. Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; and (ii) In the consolidation case of the European Borrower or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause Hong Kong Borrower, (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and is merged, or the other Loan Documents to which it acquiring Person, is a party in a writing reasonably satisfactory in form Person organized and substance to the Administrative Agent and (2) be organized existing under the laws of a State of the Netherlands, Luxembourg, Germany, the United Kingdom, Ireland or the United States of America, any State thereof or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with Columbia or into or consolidate with or into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue jurisdictions as a Borrower hereunder)may be agreed by each of the applicable Lenders (such consent not to be unreasonably withheld, and conditioned or delayed) (B) any Borrower may transfer all or substantially all of its assets and liabilities to another Borrowersuch Person expressly assumes, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument executed and delivered to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent, (2) such Borrower’s obligations for the Reference Ratings due and punctual payment of the surviving or resulting Obligations and the performance of every covenant, in each case, under the Loan Documents on the part of such Borrower are notto be performed, (C) immediately after giving effect to such transactionstransaction, any lower than the Reference Ratings no Default or Event of Default shall have occurred and be continuing and (D) each Borrower that was a party to such transactions immediately Lender shall have received have received, at least three Business Days prior to the consummation of such transactionstransaction, unless (I) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, PATRIOT Act and (3II) if the parties successor European Borrower or successor Hong Kong Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a)Borrower.