Common use of Mergers, Etc Clause in Contracts

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any of the Subsidiaries may merge into or consolidate with the Borrower, provided that the Borrower is the surviving corporation; (ii) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; , provided that, in the case of any such merger or consolidation with another involving a wholly-owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly wholly-owned Subsidiary of the Borrower; , provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (iiiii) in connection with any purchase or other acquisition of Equity Interests in, or property and assets of, any Person permitted under Section 5.02(f5.02(f)(v), the Borrower may permit any Subsidiary 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 surviving with which such merger Subsidiary is merging or consolidating (1) shall be a wholly owned Subsidiary engaged in substantially the same lines of business as one or more of the businesses of the Borrower and the provisions of Section 5.01(iSubsidiaries or in an incidental or related business and (2) shall not have been complied withany contingent liabilities that could reasonably be expected to be material and adverse to the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction, and in each other case, by a Responsible Officer), and (3) in the case of any wholly-owned Domestic Subsidiary, such Person shall take all actions required under Section 5.01(j); and (iiiiv) in connection with any sale sale, transfer or other disposition (which takes of all or substantially all of the form of merger rather than a sale of stock Equity Interests in, or assets) the property and assets of, any Person permitted under Section 5.02(e)(ii5.02(e)(vi), any Subsidiary 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 the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is immediately after giving effect thereto, no event shall occur and be continuing that constitutes a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into The Company and Icon 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 the assets (whether now owned or hereafter acquired) of the Group Members, taken as a whole, to any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent (other than, prior to the release of its obligations as “the Company” in accordance with Section 9.21, Nutrition & Biosciences) may (A) merge into or consolidate with the Borrower or into any other Subsidiary of the Borrower; Parent or an entity that will substantially concurrently therewith become a Subsidiary of the Parent (provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving if such merger or consolidation shall be a direct or indirect wholly owned Subsidiary involves the Parent or, prior to the release of its obligations as “the Borrower; provided further thatCompany” in accordance with Section 9.21, in the case of any such merger or consolidation to which (A) the Borrower is a partyNutrition & Biosciences, the Borrower Parent or Nutrition & Biosciences, as applicable, shall be the surviving entity of such merger or consolidation, and successor) or (B) a Guarantor (but not dispose of its assets to any other Subsidiary of the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a GuarantorParent; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Group Member may merge into or consolidate dispose of assets to the Parent; (iii) the liquidation or reorganization of any Group Member (other than the Parent or, prior to the release of its obligations as “the Company” in accordance with Section 9.21, Nutrition & Biosciences) is permitted so long as any other payments or assets distributed as a result of such liquidation or reorganization are distributed to a Group Member; (iv) [reserved]; (v) any Group Member may dispose of an asset to a Person or permit any other Person which is not a Group Member on terms that such asset is to merge into or consolidate with itbe reacquired by a Group Member (a “Reacquisition Sale and Leaseback Transaction”); provided that the Person surviving principal obligations of such merger Group Member, when aggregated with the principal obligations of the Group Members in respect of all other Reacquisition Sale and Leaseback Transactions entered into after the date hereof, do not exceed $300,000,000 (or its equivalent in another currency or currencies), provided, in each case, that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding anything to the contrary in this Section 5.02(b), the transactions contemplated in the Neptune Separation Agreement and the Neptune Acquisition Agreement shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationpermitted.

Mergers, Etc. Merge with or into or consolidate with or into any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Person, or permit any of its Subsidiaries to do so, except that: so unless (i) any Subsidiary 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 may merge into (or consolidate with the Borrower its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Subsidiary of the Borrower; provided thatLoan Document, and (iii) in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the such Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by such consolidation or surviving into which such merger or consolidation Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a Guarantor; party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (ii2) in connection with any acquisition permitted be organized under Section 5.02(f), any Subsidiary 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 any other or into (x) another Borrower or into a newly-formed Person into which one or permit any other more Borrowers are being merged or consolidated (which Person to merge into or consolidate with it; provided that the Person surviving such merger shall be will become a wholly Borrower hereunder and a wholly-owned Subsidiary of such 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 such 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 provisions other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of Section 5.01(ithe 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) shall have been complied with; and (iii) 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 any sale or other disposition such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (which takes the form of merger rather than a sale of stock or assets1) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationabove.

Mergers, Etc. Merge into or consolidate with or 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 its assets (whether now owned or hereafter acquired) to, any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Material Subsidiaries to do so, except that: that (i) any Subsidiary (other than any Company) may merge or consolidate with or into, or transfer, convey or dispose of assets to, any other Subsidiary, (ii) any of the Borrower Companies and any Material Subsidiary may merge into or consolidate with the Borrower transfer, convey or dispose of assets to any other Subsidiary of the Borrower; provided thatCompanies, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (Aiii) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the sole purpose of changing the state of incorporation of Harley if the surviving corporation shall expressly assume the liabilities of Harley under this Agreement and the other Loan Documents and (iv) any Guarantor may merge or consolidate with any a Person (other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be than a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iiiBorrower) in connection with any sale or other disposition (a transaction in which takes such Guarantor is the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 itsurviving entity; provided, howeverin each case, that no Unmatured Default shall have occurred and be continuing at the time of such proposed transaction or 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 case ordinary course of business or in respect of any such merger pursuant 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 the preceding clauses (i), (ii) or (iii) Commission prior to which the Borrower is a party, the Borrower is the surviving corporationClosing Date.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (ia) any of the Subsidiaries may merge into or consolidate with the Borrower; provided that the Borrower is the surviving corporation; (b) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation with another involving a Wholly Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Wholly Owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (iic) in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any Person permitted under Section 5.02(f7.6(e), the Borrower may permit any Subsidiary 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 the Borrower’s obligations hereunder and thereunder pursuant to an agreement or instrument satisfactory in form and substance to the Administrative Agent (and shall thereafter be the Borrower hereunder), 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 surviving with which such merger Subsidiary is merging or consolidating (i) shall 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 wholly owned Guarantor if the merging Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied withwas a Guarantor prior to such transaction; and (iiid) in connection with any sale sale, transfer or other disposition (which takes of all or substantially all of the form of merger rather than a sale of stock Capital Stock of, or assets) the property and assets of, any Person permitted under Section 5.02(e)(iiSections 7.5(c) or (f), any Subsidiary 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 the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is immediately after giving effect thereto, no event shall occur and be continuing that constitutes a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate be consolidated with any entity, provided that the entity acquiring or succeeding to Borrower or any other Subsidiary shall expressly assume the obligations of the Borrower; provided thatBorrower to Bank in writing, in form and substance reasonably satisfactory to Bank, executed by such entity and delivered to Bank not later than the case effective date of such acquisition, merger, or consolidation. In addition, nothing herein contained shall prevent Borrower from being a party to any merger and taking such actions, including, without limitation, borrowing money and issuing stock, as are deemed necessary or consolidation with another Subsidiaryappropriate by the Board of Directors of Borrower in connection therewith, the Person formed by or surviving 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 (A) the where Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, corporation and (B) provided that after any such merger, no event shall have occurred and be continuing that constitutes a Guarantor (but not Default or an Event of Default as defined under this Agreement. Nothing herein contained shall be construed in any way as limiting the Borrower) is right or ability of any Subsidiary to be involved in a party, the Person formed by or surviving such merger or consolidation consolidation. Notwithstanding the foregoing, Borrower shall give Bank reasonable advance notice of any proposed merger (other than a merger of Subsidiaries or between Borrower and any Subsidiary where Borrower is the survivor). Borrower shall not complete any proposed without the prior approval of Bank, which shall not be withheld or delayed unreasonably, it being acknowledged by Bank that time may be of the utmost importance with respect to certain proposed transactions. Except as provided in the proviso at the end of this sentence, any disapproval by Bank shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary based solely upon the financial condition of Borrower or the company into which it is merged immediately after the merger: neither the nature of the Borrower may merge into or consolidate with business of the other company nor any other Person or permit any other Person to merge into or consolidate with it; non-financial factors may be utilized as a basis for disapproval, provided that the Person surviving such merger shall be a wholly owned Subsidiary business of the Borrower and the provisions other company is of Section 5.01(i) shall have been complied with; and (iii) in connection a type not inconsistent with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationBank's customary lending standards.

Mergers, Etc. Merge with or into or consolidate with or into any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Person, or permit any of its Subsidiaries to do so, except that: so unless (i) any Subsidiary 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 may merge into (or consolidate with the Borrower its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Subsidiary of the Borrower; provided thatLoan Document, and (iii) in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the such Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by such consolidation or surviving into which such merger or consolidation Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a Guarantor; party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (ii2) in connection with any acquisition permitted be organized under Section 5.02(f), any Subsidiary 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 any other or into (x) another Borrower or into a newly-formed Person into which one or permit any other more Borrowers are being merged or consolidated (which Person to merge into or consolidate with it; provided that the Person surviving such merger shall be will become a wholly 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 provisions other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of Section 5.01(ithe 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) shall have been complied with; and (iii) 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 any sale or other disposition such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (which takes the form of merger rather than a sale of stock or assets1) permitted under Section 5.02(e)(ii), 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 itabove; 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 case 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 merger pursuant Unregulated Subsidiary to the preceding clauses (iany Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with or 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 Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Guarantor (other than the Borrower) may merge into or consolidate with the Borrower or transfer assets to or acquire assets from any other Subsidiary of the Borrower; Guarantor, provided that, that in the case of any merger such merger, consolidation, or consolidation with another Subsidiarytransfer of assets to which NIPSCO or Columbia is a party, the Person formed by continuing or surviving such merger or consolidation Person shall be a direct or indirect wholly owned Wholly-Owned Subsidiary of the BorrowerGuarantor; 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 further that, 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 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 last day of the Guarantor’s fiscal quarter then most recently ended) and (B) such surviving Person or transferee, as applicable, 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 and its counsel in their reasonable discretion, accompanied by such opinions of counsel and other supporting documents as 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 of the Borrower into the Guarantor or transfer of all or substantially all of the assets of the Borrower to the Guarantor, 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 last day of the Guarantor’s fiscal quarter then most recently ended) and (B) the 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 and its counsel in their reasonable discretion, accompanied by such opinions of counsel and other supporting documents as they may reasonably require; and (iv) the Guarantor or any Subsidiary of the Guarantor may merge, or consolidate with or transfer all or substantially all of its assets to 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 last day of the Guarantor’s fiscal quarter then most recently ended); (B) in the case of any such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by continuing or surviving such merger or consolidation shall be a Guarantor; corporation; (iiC) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party, NIPSCO or Columbia, as the preceding clauses case may be, shall be the continuing or surviving corporation and shall be a Wholly-Owned Subsidiary of the Guarantor; (i)D) in the case of any such merger, (ii) consolidation or (iii) transfer of assets to which the Borrower Guarantor is a party, the Borrower is 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 ▇▇▇▇▇’▇.

Mergers, Etc. Merge into or amalgamate or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into or amalgamate or consolidate with the Borrower or any other Subsidiary of the Borrower; Parent, provided that, in the case of any merger such merger, amalgamation or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger merger, amalgamation or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; Parent, provided further that, in the case of any such merger merger, amalgamation or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) an Account Party is a party, the Person formed by or surviving such merger merger, amalgamation or consolidation shall be a Guarantorsuch Account Party; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower any Account Party may merge into or amalgamate or consolidate with any other Person or permit any other Person to merge into or amalgamate 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 5.01(i) shall have been complied with; andAccount Party; (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(d), any Subsidiary of the Borrower Parent may merge into or amalgamate or consolidate with any other Person or permit any other Person to merge into or amalgamate or consolidate with it; and (iv) the Parent or any Account Party may merge into or amalgamate or consolidate with any other Person; provided that, in the case of any such merger, amalgamation or consolidation, the Person formed by such merger, amalgamation or consolidation shall be the Parent or such Account Party, as the case may be; provided, however, that in the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is immediately after giving effect thereto, no event shall occur and be continuing that constitutes a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge If, while any unvested RSUs are outstanding, there shall occur a merger, consolidation, amalgamation or plan of exchange, in each case involving the Company pursuant to which outstanding Common Shares are converted into cash or consolidate other stock, securities or property (each, a "Transaction"), the Board of Directors, may, in its sole discretion, provide that the unvested RSUs shall be treated in accordance with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to do so, except thatfollowing alternatives: (i) any Subsidiary The RSUs shall be converted into restricted stock units to acquire stock of the Borrower may merge into surviving or consolidate acquiring corporation in the Transaction (with the Borrower or any other Subsidiary vesting schedule applicable to the RSUs continuing with respect to the replacement award, unless otherwise accelerated as determined by the Board of Directors in its sole discretion), with the amount and type of shares subject thereto to be conclusively determined by the Board of Directors, taking into account the relative values of the Borrower; provided that, companies involved in the case of any merger or consolidation with another SubsidiaryTransaction and the exchange rate, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary if any, used in determining shares of the Borrower; provided further that, in surviving corporation to be held by holders of shares following the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidationTransaction, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantordisregarding fractional shares; (ii) The RSUs shall be cancelled effective immediately prior to the consummation of the Transaction, and, in connection with any acquisition permitted under Section 5.02(ffull consideration of the cancellation, the Company or the surviving or acquiring company shall pay to the Recipient at the time the RSUs would otherwise have vested (unless otherwise accelerated by the terms of the Employment Agreement or as determined by the Board of Directors in its sole discretion), any Subsidiary with payment subject to continued employment of the Borrower may merge into Recipient by the Company or consolidate with any other Person acquiring or permit any other Person surviving company through such vesting date, an amount in cash, for each unvested RSU, equal to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary value, as determined by the Board of Directors, of the Borrower Common Shares subject to the unvested RSUs, taking into account the relative values of the companies involved in the Transaction and the provisions exchange rate, if any, used in determining shares of Section 5.01(i) shall have been complied withthe surviving corporation to be held by holders of Common Shares following the Transaction or other consideration paid in the transaction to holders of Common Shares; andor (iii) The RSUs shall become vested in connection with any sale or other disposition (which takes full and all unissued shares subject to the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary RSUs shall be issued immediately prior to the consummation of the Borrower may merge into Transaction. In the event the Board of Directors opts that the remaining RSUs shall be treated in accordance with (i) above, then the surviving or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that acquiring corporation in the case Transaction must agree to all relevant provisions of any such merger pursuant the Employment Agreement pertaining to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationRSUs.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or any other Subsidiary of with the Borrower; provided that, in the case of any merger such merger, consolidation or consolidation with another Subsidiaryamalgamation, the Person formed by such merger, consolidation or surviving such merger or consolidation amalgamation shall be a direct or indirect wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger merger, consolidation or consolidation amalgamation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by such merger, consolidation or surviving such merger or consolidation amalgamation shall be a GuarantorSubsidiary Guarantor or the Borrower; (ii) in connection with as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor; (iii) as part of any Transfer permitted under Section 5.02(e), any Restricted 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iiiiv) in connection with any sale Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (iParent or either Holdings Entity), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge with or into or consolidate with or into any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Person, or permit any of its Subsidiaries to do so, except that: so unless (i) any Subsidiary 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 the Borrower may merge into (or consolidate with the Borrower its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Subsidiary of the Borrower; provided thatLoan Document, and (iii) in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Person formed by such consolidation or into which the Borrower shall be merged shall (1) assume 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) the Borrower may merge with or into or consolidate with or into a newly-formed Person into which the Borrower is being merged or consolidated (which Person will become the Borrower hereunder and a wholly-owned Subsidiary of the Borrower) and (B) the Borrower may transfer all or substantially all of its assets and liabilities to a newly-formed Person to which all or substantially all of the assets and liabilities of the Borrower is being transferred (which Person will become the Borrower hereunder and a wholly-owned Subsidiary of the Borrower), in each case of clauses (A) and (B), if (1) the surviving corporationPerson, transferee or Person otherwise specified above to become the Borrower hereunder assumes the Borrower’s 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 the Borrower 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.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Wholly Owned Restricted Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Wholly Owned Restricted Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Borrower’s Subsidiaries may consolidate with or merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itthe Borrower; provided that the Person Borrower is the surviving such merger shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied withentity; and (iii) in connection with any sale or other disposition (which takes of the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary 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 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 the case of any such merger pursuant to the preceding clauses each case, immediately after giving effect thereto, (i), ) no event shall occur and be continuing that constitutes a Default and (ii) or (iii) to which the Borrower is shall be in pro forma compliance with the covenants contained in Section 5.04, as evidenced by a party, certificate of the chief financial officer (or persons performing similar functions) of the Borrower is delivered to the surviving corporationPaying Agent demonstrating such compliance.

Mergers, Etc. Merge into 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 permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its the Restricted Subsidiaries to do so, except that: 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, (iii) the Restricted Subsidiaries may merge into, consolidate with or dispose of assets to Persons other than the Borrower and the Restricted Subsidiaries so long as, after giving effect to such transaction, the Borrower and the Restricted Subsidiaries, taken as a whole, have not disposed of all or substantially all of their assets and (iv) the Borrower may merge into or consolidate with any of the Restricted Subsidiaries so long as the surviving Person assumes all obligations of the Borrower hereunder and under the Notes, 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 ▇▇▇▇▇’▇ or any other Subsidiary S&P of the Borrower; 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 ▇▇▇▇▇’▇ or S&P of better than or equal to P-2 or A-2, respectively, provided that, in the case of any merger or consolidation with another Subsidiarythe foregoing clause (iv), no Default shall have occurred and be continuing at the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity time of such merger proposed transaction or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationwould result therefrom.

Mergers, Etc. Merge into or consolidate with any Person or The Parent and the Borrower will not, and will not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Restricted Subsidiary to, divide or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person Person, or permit any other Person to divide or merge into or consolidate with it, or Transfer (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 (a) any Restricted Subsidiary (other than the Person surviving such merger Borrower) may participate in a consolidation with the Borrower or the Parent (provided that the Borrower or the Parent shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale continuing or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (isurviving entity), (iib) 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, (iiic) to which the Borrower is or any Restricted Subsidiary may participate in a party, consolidation with another Restricted Subsidiary (provided that the Borrower is the continuing or surviving corporationentity if party to such consolidation), (d) the 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 consolidation; provided that (i) if the Borrower is party to such consolidation, the 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 entity, and (e) the Borrower may consummate the Colgate Merger in accordance with the Colgate Merger Agreement on the Colgate Merger Effective Date.

Mergers, Etc. Merge Neither the Parent nor any Restricted Subsidiary will merge into or with or consolidate with any other Person, or sell, 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 or permit (any Person to merge into it (including by division of any existing limited liability company pursuant to such transaction, a “plan of division” under the Delaware Limited Liability Company Actconsolidation”), or permit any of its Subsidiaries to do so, except ; provided that: (ia) any Restricted Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving Person). (b) any Restricted Subsidiary of the Borrower Parent (other than the Borrower) may merge into participate in a consolidation with any other Restricted Subsidiary (other than the Borrower) (provided that if a party to such consolidation is a Guarantor or consolidate the surviving Person is a Material Subsidiary, then the survivor is either a Guarantor or becomes a Guarantor in accordance with Section 8.14(b) and if one of such Restricted Subsidiaries party to such consolidation is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary). (c) any Restricted Subsidiary (other than the Borrower) may dispose of any or all of its assets (i) to the Borrower or any other Subsidiary Loan Party (other than the Parent) or (ii) pursuant to a disposition permitted by Section 9.11 (other than pursuant to clause (ii) of Section 9.11(d)). (d) any Investment expressly permitted by Section 9.05 or disposition expressly permitted by Section 9.11 (other than pursuant to clause (ii) of Section 9.11(d)) may be structured as a consolidation (provided that (x) if any such consolidation involves the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the continuing or surviving entity of such merger or consolidation, Person and (By) subject to preceding clause (x), if any such consolidation involves a Guarantor (but not and an Investment, such Guarantor shall be the Borrower) is a party, the Person formed by continuing or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(fPerson), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or amalgamate or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into or amalgamate or consolidate with the Borrower or any other Subsidiary of the Borrower; Parent, provided that, in the case of any merger such merger, amalgamation or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger merger, amalgamation or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; Parent, provided further that, in the case of any such merger merger, amalgamation or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) an Account Party is a party, the Person formed by such merger, amalgamation or consolidation shall be such Account Party; (ii) any Subsidiary of any Account Party may merge into or amalgamate or consolidate with any other Person or permit any other Person to merge into, amalgamate or consolidate with it; provided that the Person surviving such merger merger, amalgamation or consolidation shall be a Guarantorwholly owned Subsidiary of the Account Party; (iiiii) in connection with any acquisition sale or other disposition permitted under Section 5.02(f5.02(d), any Subsidiary of the Borrower Parent may merge into or amalgamate or consolidate with any other Person or permit any other Person to merge into or amalgamate 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 5.01(i) shall have been complied with; and (iiiiv) in connection with the Parent or any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower Account Party may merge into or amalgamate or consolidate with any other Person; provided that, in the case of any such merger, amalgamation or consolidation, the Person formed by such merger, amalgamation or permit any other Person to merge into consolidation shall be the Parent or consolidate with itsuch Account Party, as the case may be; provided, however, that in the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is immediately after giving effect thereto, no event shall occur and be continuing that constitutes a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or The Borrower will not, and will not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Subsidiary to, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person 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) (any such transaction, a “consolidation”), or liquidate or dissolve, except that: (a) the Borrower or any Subsidiary may participate in a consolidation with any other Person; provided that (i) 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, 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 merger surviving Person shall expressly assume in writing (in form and substance 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 Wholly-Owned Subsidiary; (c) 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 provisions of Section 5.01(i) shall have been complied withLoan Party acquiring such Property promptly complies with its obligations under Sections 8.12 and 8.14; and (iiid) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary may sell, transfer, lease or otherwise dispose of the Borrower may merge into (whether in one transaction or consolidate with any other Person in a series of transactions) all or permit substantially all of its Property to any other Person to merge into or consolidate with it; provided, however, that in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationextent permitted by Section 9.11.

Mergers, Etc. Merge into 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 permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower (other than any Loan Party) may merge into or consolidate with the Borrower or into, or dispose of assets to, any other Subsidiary of the Borrower or the Borrower; provided that, in the case of ; (ii) any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower that is a Guarantor may merge or 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 Borrower or the Borrower (provided, however, that the surviving entity or such transferee, if not a Guarantor hereunder or the Borrower; provided further that, shall become a Guarantor hereunder in accordance with Section 9.01); (iii) the case Borrower and its Subsidiaries may consummate the acquisition of the Acquired Business pursuant to the Alere Acquisition Agreement; (iv) the Borrower may merge or consolidate with or into any such merger or consolidation to which other Person so long as (A) the Borrower is a party, the Borrower shall be surviving Person or (B) the surviving entity shall succeed, by agreement reasonably satisfactory in form and substance to the Required Lenders, to all of such merger or consolidationthe businesses and operations of the Borrower and shall assume all of the rights and obligations of the Borrower under this Agreement and the other Loan Documents (provided, and (B) a Guarantor (but not the Borrower) is a partyhowever, the Person formed by or surviving such merger or consolidation that no Lender shall be required to lend to a Guarantorsurviving entity that is organized in a foreign jurisdiction that is not reasonably acceptable to such Lender if such Lender is not lending to similarly situated companies in such foreign jurisdiction at such time); (iiv) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter acquired) to, another Person (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 than the Borrower and or any Subsidiary thereof) so long as (A) the provisions consideration received in respect of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale such merger, consolidation, conveyance, transfer, lease or other disposition is at least equal to the fair market value of such assets and (which takes the form of merger rather than a sale of stock B) no Material Adverse Effect would reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or assets) permitted under Section 5.02(e)(ii), 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 itdisposition; provided, however, that in the case cases of any such merger pursuant to the preceding clauses clause (i), (ii), (iv) and (v) of this Section 5.02(c), that no Default shall have occurred and be continuing at the time of such proposed transaction or (iii) to which the Borrower is a party, the Borrower is the surviving corporationwould result therefrom.

Mergers, Etc. Merge into or consolidate with any Person or The Borrower will not, and will not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Subsidiary to, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person 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) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that the Borrower or any Subsidiary may participate in a consolidation with any other Person; provided, further, that: (a) (i) 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, 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 merger surviving Person shall expressly assume in writing (in form and substance 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 of the Borrower and the provisions of Section 5.01(i) shall have been complied withWholly-Owned Subsidiary; and (iiic) in connection with any sale a Subsidiary may wind-up, dissolve, liquidate or other disposition sell or transfer its assets if (which takes the form i) all of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of its Property is transferred to 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 the case of any such merger pursuant to the preceding clauses (i), a Wholly-Owned Subsidiary and (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationLoan Party acquiring such Property promptly complies with its obligations under Sections 8.12 and 8.14.

Mergers, Etc. Merge into Merge, amalgamate or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries Material Subsidiary to do somerge, amalgamate or consolidate with any Person, except that: (i) any Subsidiary may merge, amalgamate or consolidate with (or liquidate into) any other Subsidiary or may merge, amalgamate or consolidate with (or liquidate into) the Borrower, provided that (A) if such Subsidiary merges, amalgamates or consolidates with (or liquidates into) the Borrower, either the survivor or successor is the Borrower or such successor or surviving Business Entity is organized and existing under the laws of the United States and expressly assumes the obligations of the Borrower may merge into hereunder and under the Notes, (B) if any such Subsidiary merges, amalgamates or consolidate consolidates with the Borrower (or liquidates into) any other Subsidiary of the Borrower; provided that, in one or more Business Entities that are Subsidiaries of the case of Borrower are the surviving or successor Business Entity(ies) and, if any merger such Subsidiary is not directly or indirectly wholly-owned by the Borrower, such merger, amalgamation or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be is on an arm's length basis and (C) as a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity result of such merger merger, amalgamation or consolidation, no Event of Default, and (B) a Guarantor (but not no event which with lapse of time or the Borrower) is a partygiving of notice, the Person formed by or surviving such merger or consolidation both, would constitute an Event of Default, shall have occurred and be a Guarantor;continuing, and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower or any Material Subsidiary may merge into merge, amalgamate or consolidate with any other Person Business Entity (that is, in addition to the Borrower or permit any other Person to merge into or consolidate with it; Subsidiary), provided that the Person surviving such merger shall be a wholly owned Subsidiary of (A) if the Borrower merges, amalgamates or consolidates with any such other Business Entity(ies), the survivor or successor Business Entity is the Borrower, (B) if any Material Subsidiary merges, amalgamates or consolidates with any such other Business Entity, each surviving or successor Business Entity is a directly or indirectly wholly-owned Subsidiary, and (C) if either the provisions Borrower or any Material Subsidiary merges, amalgamates or consolidates with any such other Business Entity, after giving effect to such merger, amalgamation or consolidation no Event of Section 5.01(i) Default, and no event which with lapse of time or the giving of notice, or both, would constitute an Event of Default, shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationoccurred and be continuing.

Mergers, Etc. Merge Other than as required to consummate the Merger Transactions, merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided , provided, that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further , and provided, further, that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under subject to the conditions of Section 5.02(f5.02(f)(vii), any Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided , provided, that the Person surviving formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; andor BTI; (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iv) BTI may merge into or consolidate with any Subsidiary of BTI, the Borrower or any Subsidiary of the Borrower, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (v) any Subsidiary of the Borrower may merge into or consolidate with the Borrower, BTI or any Subsidiary of BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (vi) any Subsidiary of BTI may merge into or consolidate with BTI, the Borrower or any Subsidiary of the Borrower or BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (vii) any Person may merge into the Borrower, provided, that either (A)(1) the Parent and its Subsidiaries are in compliance with Sections 5.02(a), (b) and (f) on the date of such merger and after giving effect thereto, (2) the consideration for such merger consists solely of Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger, (4) immediately preceding the date of such merger, the value of the Current Assets of such Person minus unsecured Debt for Borrowed Money of such Person to be assumed in such merger minus Capitalized Leases of such Person to be assumed in such merger is at least $1.00, and (5) if the date of such merger shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such merger; or (B) the Required Lenders consent to such merger; and (viii) any Subsidiary of the Parent other than the Borrower may merge into or consolidate with any other Person (other than a Subsidiary of the Parent) or permit any such other Person to merge into or consolidate with it (other than, in either such case, in a transaction referred to in clause (ii) or (iii) above), provided, that the requirements of clause (vii) above shall be satisfied with respect to such Person and such merger or consolidation and provided, further, that the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; provided, howeverthat in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, (i) the Borrower is the surviving corporation, and (ii) except as permitted by Section 5.02(f)(v), such merger does not adversely affect the Debt Rating, if any. The calculations referred to in clauses (vii)(A)(3) and (vii)(A)(4) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual merger or consolidation to which such calculations shall apply.

Mergers, Etc. Merge into into, amalgamate or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into into, amalgamate or consolidate with the Borrower or any other Subsidiary of the Borrower; Parent, provided that, in the case of any merger such merger, amalgamation or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger merger, amalgamation or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; Parent, provided further that, in the case of any such merger merger, amalgamation or consolidation to which (A) the a Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger merger, amalgamation or consolidation shall be a Guarantorsuch Borrower; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the any Borrower may merge into into, amalgamate or consolidate with any other Person or permit any other Person to merge into into, amalgamate or consolidate with it; provided that the Person surviving such merger merger, amalgamation or consolidation shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; andsuch Borrower; (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(d), any Subsidiary of the Borrower Parent may merge into into, amalgamate or consolidate with any other Person or permit any other Person to merge into into, amalgamate or consolidate with it; and (iv) the Parent or any other Borrower may merge into, amalgamate or consolidate with any other Person; provided that, in the case of any such merger, amalgamation or consolidation, the Person formed by such merger, amalgamation or consolidation shall be the Parent or such Borrower, as the case may be; provided, however, that in the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is immediately after giving effect thereto, no event shall occur and be continuing that constitutes a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into No Loan Party shall 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 the assets (whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Company may merge into or consolidate with the Borrower or into, or dispose of assets to, any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a GuarantorCompany; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Company may merge into or consolidate 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 or permit 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 merge into or consolidate with 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 Person surviving Company shall provide not less than five Business Days notice of any such merger, and if such merger shall be a wholly owned Subsidiary 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 Borrower Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the provisions 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 Section 5.01(i) shall have been complied withall necessary “know your customer” or other similar checks under all applicable laws and regulations; and (iiiv) 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 connection with any sale respect of all other Reacquisition Sale and Leaseback Transactions entered into after the date hereof, do not exceed US$75,000,000 (or other disposition (which takes the form of merger rather than a sale of stock its equivalent in another currency or assets) permitted under Section 5.02(e)(iicurrencies), 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, howeverin each case, that in no Event of Default shall have occurred and be continuing at the case time of any such merger pursuant to the preceding clauses (i), (ii) proposed transaction or (iii) to which the Borrower is a party, the Borrower is the surviving corporationwould result therefrom.

Mergers, Etc. Merge The Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any other Person, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions and including by division of such Person) all or substantially all of its Property to any other Person or permit any Person to merge into it (including by division of such Person), except that (a) any existing limited liability company Wholly-Owned Domestic Subsidiary may merge with any other Wholly-Owned Domestic Subsidiary and any Wholly-Owned Domestic Subsidiary may divide so long as each Person created as a result of such division becomes a Guarantor in accordance with Section 8.14 if such Wholly-Owned Subsidiary was a Guarantor at the time of such division, (b) the Parent, OP LLC and/or Borrower may merge with any Wholly-Owned Domestic Subsidiary so long as the Parent, OP LLC and/or Borrower is the survivor, (c) OP International may merge with and into any Credit Party so long as such Credit Party is the survivor, (d) any Foreign Subsidiary may merge with any other Foreign Subsidiary; provided that if one of such Foreign Subsidiaries is a Wholly-Owned Subsidiary, the survivor shall be a Wholly-Owned Subsidiary and (e) any Restricted Subsidiary may consummate any merger, consolidation or sale the purpose of which is to effect a sale permitted pursuant to a “plan Section 9.12 or an Investment permitted pursuant to Section 9.05. In no event shall the Parent, OP LLC or the Borrower divide itself pursuant to Section 18-217 of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to do so, except that: Act (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case corresponding provision of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(fsuccessor statute 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; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or (a) Each Borrower shall not, and the Company shall not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Subsidiary to, wind up, liquidate, dissolve or permit any of its Subsidiaries to do soreorganize, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or Person, permit any other Person to merge into or consolidate with it; provided that , or convey, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (except, with respect to sales of less than substantially all of its assets, for sales of inventory, chattel paper and equipment in the Person ordinary course of business) or all or any substantial part of the stock or other Equity Interests of Subsidiaries of the Company (in each case, whether now owned or hereafter acquired), or take any action to authorize winding up, dissolution, or liquidation, except that, if at the time thereof and after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Company in a transaction in which the Company is the surviving such merger shall be a corporation, (ii) any wholly owned Subsidiary of the Borrower may merge into another wholly-owned Subsidiary, and the provisions of Section 5.01(i) shall have been complied with; and (iii) any wholly-owned Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to another wholly-owned Subsidiary, so long as Agent and the Lenders shall continue to have a perfected security interest in connection with any sale or the transferred assets, subject to no Liens other disposition (which takes than Permitted Liens existing on the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary date of the Borrower may merge into or consolidate with transfer. (b) If any other Person or permit any other Person to merge into or consolidate with it; provided, however, that New Vehicle Floorplan Dealership is involved in the case of any such merger pursuant to the preceding clauses a transaction described in clause (i), (ii) or (iii) of Section 13.1.1(a) or in Section 13.1.2 or will otherwise cease to which the Borrower is be a partyNew Vehicle Floorplan Dealership, the Borrower Subsidiary that is the transferor or will not survive the merger (“Terminating Borrower”) shall execute a Borrower Termination Agreement (or if the Dealership will also cease to be a Guarantor, a Termination Agreement), the Dealership Loan Limit for such Dealership shall be deleted, and Agent shall obtain any required amendment to any intercreditor agreement, the Related Principal Portion of all New Vehicle Loans made to finance New Vehicles for such Terminating Borrower shall be repaid, and all conditions in Section 9.3 shall be satisfied with respect to any transferee or surviving corporationNew Vehicle Floorplan Dealership. (c) If any Subsidiary other than a New Vehicle Floorplan Dealership is involved in a transaction described in clause (i), (ii), or (iii) of Section 13.1.1(a) or in Section 13.1.2 or will otherwise cease to be a Guarantor, the Subsidiary that is the transferor or will not survive the merger shall execute a Termination Agreement and satisfy such other conditions as Agent reasonably requires to remove such Subsidiary as a Guarantor. 13.1.2 Notwithstanding the provisions of Section 13.1.1, the Company or any Subsidiary may sell all or substantially all of the assets of, or all or substantially all of the capital stock or Equity Interests in, any Dealership or other Subsidiary (or of any business unit or franchise of a Dealership or other Subsidiary) for not less than fair market value, if (a)(i) the sales price (excluding real property and Vehicle inventory) for any individual Subsidiary is not more than $20,000,000.00 and the sale price (excluding real property and Vehicle inventory) for all sales pursuant to this Section 13.1.2 does not exceed $50,000,000.00 in any period of twelve consecutive months, (ii) no Default shall exist immediately prior to or upon giving effect to any such sale, and (iii) the conditions in Section 13.1.1 are satisfied, or (b) Required Lenders have consented in writing to the sale and each Loan Party has complied with all terms and conditions of such consent. 13.1.3 Notwithstanding the provisions of Sections 13.1.1 and 13.1.2, any Subsidiary that no longer has assets (or that has assets with an aggregate book value less than $25,000) may discontinue operations and dissolve or liquidate unless such action would constitute a Material Adverse Effect or any Default shall exist immediately prior to or upon giving effect thereto.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)into, 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 its Subsidiaries to do soassets (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) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or into any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 so long as (A) the Borrower is a partythe surviving corporation or, (B) if it is not the Borrower shall be 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 merger consolidation or consolidationmerger, 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 consolidation or merger, but in any event such rating shall not be lower than BBB- by S&P or lower than Baa3 by ▇▇▇▇▇’▇, (y) the surviving 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 and (z) each of the Agent 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, including without limitation the Patriot Act, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with and the Borrower may convey, transfer, lease or otherwise dispose of all or substantially all of its assets to any acquisition permitted under Section 5.02(f)other Person, any Subsidiary so long as (A) such other Person shall have assumed all of the obligations of the Borrower may merge into under this Agreement pursuant to documentation reasonably satisfactory to the Agent and shall thereafter be deemed to be the Borrower for all purposes hereunder (B) immediately following the closing date of such consolidation or consolidate with 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 other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving event no such merger rating shall be a wholly owned Subsidiary lower than BBB- by S&P or lower than Baa3 by ▇▇▇▇▇’▇, transfer, lease or disposition, (C) the acquiring entity shall be an entity organized or existing under the laws of the Borrower United States, any state thereof, the District of Columbia or any territory thereof and (D) each of the Agent and the provisions of Section 5.01(i) Lenders shall have been complied with; and received from the acquiring entity all documentation and other information reasonably requested by the Agent or any Lender (iiithrough the Agent) in connection with any sale or other disposition (which takes required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationPatriot Act.

Mergers, Etc. Merge with or into or consolidate with or into any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Person, or permit any of its Subsidiaries to do so, except that: unless (i) any Subsidiary 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 the Borrower may merge into (or consolidate with the Borrower its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Subsidiary of the Borrower; provided thatLoan Document, and (iii) in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Person formed by such consolidation or into which the Borrower shall be merged shall (1) assume 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) the Borrower may merge with or into or consolidate with or into a Significant Subsidiary or into a newly-formed Person into which one or more Significant Subsidiaries are being merged or consolidated (which Person will become the Borrower hereunder), and (B) the Borrower may transfer all or substantially all of its assets and liabilities to a Significant Subsidiary or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Significant Subsidiaries are being transferred (which Person will become the Borrower hereunder), in each case of clauses (A) and (B), if (1) the surviving corporationPerson, transferee or Person otherwise specified above to become the Borrower hereunder, as applicable, assumes the Borrower’s 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 the Borrower 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 Baa3 by ▇▇▇▇▇’▇, 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) the Borrower or any Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) 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 the Borrower in a transaction permitted under Section 5.03(a).

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; , provided that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 (x) the Person surviving such merger shall be a wholly owned direct or indirect Subsidiary of the Borrower and (y) in the provisions case of Section 5.01(i) any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall have been complied with; andbe a Subsidiary Guarantor; (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(e) (other than clause (ii) 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; 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 in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing and, in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with or 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 Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Guarantor (other than the Borrower) may merge into or consolidate with the Borrower or transfer assets to or acquire assets from any other Subsidiary of the Borrower; Guarantor, provided that, that in the case of any merger such merger, consolidation, or consolidation with another Subsidiarytransfer of assets to which NIPSCO is a party, the Person formed by continuing or surviving such merger or consolidation Person shall be a direct or indirect wholly owned Wholly-Owned Subsidiary of the BorrowerGuarantor; 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 further that, 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 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 last day of the Guarantor’s fiscal quarter then most recently ended), (B) such surviving Person or transferee, as applicable, 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 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 transferee, as applicable, shall be organized under the laws of the United States or any 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 of the Borrower into the Guarantor or transfer of all or substantially all of the assets of the Borrower to the Guarantor, 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 last day of the Guarantor’s fiscal quarter then most recently ended) and (B) the 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 and its counsel in their reasonable discretion, accompanied by such opinions of counsel and other supporting documents as they may reasonably require; and (iv) the Guarantor or any Subsidiary of the Guarantor may merge, or consolidate with or transfer all or substantially all of its assets to 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 last day of the Guarantor’s fiscal quarter then most recently ended); (B) in the case of any such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by continuing or surviving such merger or consolidation shall be a Guarantor; corporation; (iiC) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant merger, consolidation, or transfer of assets to which NIPSCO is a party, NIPSCO shall be the preceding clauses continuing or surviving corporation and shall be a Wholly-Owned Subsidiary of the Guarantor; (i)D) in the case of any such merger, (ii) consolidation or (iii) transfer of assets to which the Borrower Guarantor is a party, the Borrower is 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 ▇▇▇▇▇’▇.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)into, 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 its Subsidiaries to do soassets (whether now owned or hereafter acquired) to, any Person, except that: that (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or into any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 so long as (A) the Borrower is a partythe surviving corporation or, (B) if it is not the Borrower shall be surviving entity, (x) 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, (y) immediately following the closing date of such merger consolidation or consolidationmerger, 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 consolidation or merger, but in any event such rating shall not be lower than BBB- by S&P or lower than Baa3 by ▇▇▇▇▇’▇, and (Bz) a Guarantor (but not the Borrower) is a partysurviving entity shall be an entity organized or existing under the laws of the United States, any state thereof, the Person formed by District of Columbia or surviving such merger or consolidation shall be a Guarantor; any territory thereof, and (ii) in connection with and the Borrower may convey, transfer, lease or otherwise dispose of all or substantially all of its assets to any acquisition permitted under Section 5.02(f)other Person, any Subsidiary so long as (A) such other Person shall have assumed all of the obligations of the Borrower may merge into under this Agreement pursuant to documentation reasonably satisfactory to the Agent and shall thereafter be deemed to be the Borrower for all purposes hereunder (B) immediately following the closing date of such consolidation or consolidate with 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 other Person event no such rating shall be lower than BBB- by S&P or permit lower than Baa3 by ▇▇▇▇▇’▇, transfer, lease or disposition and (C) the acquiring entity shall be an entity organized or existing under the laws of the United States, any other Person to merge into state thereof, the District of Columbia or consolidate with itany territory thereof; provided that, in all cases, that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) no Default shall have been complied with; and (iii) in connection with any sale occurred and be continuing at the time of such proposed transaction or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationwould result therefrom.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (ia) any of the Subsidiaries may merge into or consolidate with the Borrower; provided that the Borrower is the surviving corporation; (b) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation with another involving a Wholly Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Wholly Owned Subsidiary of the Borrower; provided further provided, further, that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (iic) in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any Person permitted under Section 5.02(f7.6(e), the Borrower may permit any Subsidiary 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 the Borrower’s obligations hereunder and thereunder pursuant to an agreement or instrument satisfactory in form and substance to the Administrative Agent (and shall thereafter be the Borrower hereunder), 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 surviving with which such merger Subsidiary is merging or consolidating (i) shall 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 wholly owned Guarantor if the merging Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied withwas a Guarantor prior to such transaction; and (iiid) in connection with any sale sale, transfer or other disposition (which takes of all or substantially all of the form of merger rather than a sale of stock Capital Stock of, or assets) the property and assets of, any Person permitted under Section 5.02(e)(iiSections 7.5(c) or (f), any Subsidiary 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 the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is immediately after giving effect thereto, no event shall occur and be continuing that constitutes a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge Other than as required to consummate the Merger Transactions, merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of Loan Party other than the Borrower Parent may merge with or into or may consolidate with the Borrower or any other Subsidiary of the Borrower; provided thatLoan Party, in the case of any merger or consolidation with another Subsidiaryprovided, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (ii) any Person other than a Loan Party may merge into the Borrower or may merge with or into or consolidate with any other Loan Party other than the Parent, provided, that either (A)(1) the Parent and its Subsidiaries are in compliance with Sections 5.02(a), (b) and (f) on the date of such merger or consolidation and after giving effect thereto, (2) the consideration for such merger or consolidation consists solely of Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger or consolidation, (4) immediately preceding the date of such merger or consolidation, the value of the Current Assets of such Person minus unsecured Debt for Borrowed Money of such Person to be assumed in such merger or consolidation minus Capitalized Leases of such Person to be assumed in such merger or consolidation is at least $1.00, and (5) if the date of such merger or consolidation shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such merger or consolidation; or (B) the Required Lenders consent to such merger or consolidation; (iii) in connection with any acquisition sale or other disposition permitted under Section 5.02(f5.02(e) (other than clause (ii) thereof), any Subsidiary of Loan Party other than the Borrower and the Parent may merge with or into or may consolidate with any other Person or permit any other Person to merge with or 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 5.01(i) shall have been complied with; and (iiiiv) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of Loan Parties may consummate the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itFDN Merger Transactions; provided, howeverthat in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, (i) the Borrower is the surviving corporationcorporation and (ii) except as permitted by Section 5.02(f)(v), such merger does not adversely affect the Debt Rating, if any. The calculations referred to in clauses (ii)(A)(3) and (ii)(A)(4) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual merger or consolidation to which such calculations shall apply.

Mergers, Etc. Merge into or consolidate with any Person or The Borrower will not, and will not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Restricted Subsidiary to, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person Person, or permit any other Person to merge into or consolidate with it; provided that , consummate a Division as the Person surviving such merger shall be Dividing Person, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a wholly owned Subsidiary series of transactions) all or substantially all of the Property of the Borrower and its Restricted Subsidiaries taken as a whole to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve, except that, if at the provisions time thereof and immediately after giving effect thereto no Default or Event of Section 5.01(i) Default shall have been complied withoccurred and be continuing, (i) any Person (other than an Unrestricted Subsidiary) may merge with or into or consolidate with the Borrower or any Restricted Subsidiary; and provided that, (iiix) if the Borrower is a constituent party to any such merger or consolidation, the Borrower shall be the surviving corporation and (y) no Change in connection with Control results, (ii) any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Restricted Subsidiary of the Borrower may merge with or into or consolidate with any other Restricted Subsidiary of the Borrower, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or permit any other Person more Restricted Subsidiaries at such time, or, with respect to merge into assets not so held by one or consolidate with it; providedmore Restricted Subsidiaries, howeversuch Division, that in the case aggregate, would otherwise result in a disposition permitted by Section 9.11(f) and (v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger pursuant or Division involving a Person that is not a Wholly-Owned Subsidiary immediately prior to the preceding clauses (i), (ii) such merger or (iii) to which the Borrower is a party, the Borrower is the surviving corporationDivision shall not be permitted unless also permitted by Section 9.05.

Mergers, Etc. Merge Other than as required to consummate the Merger Transactions, merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided , provided, that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further , and provided, further, that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under subject to the conditions of Section 5.02(f5.02(f)(vii), any Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided , provided, that the Person surviving formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; andor BTI; (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iv) BTI may merge into or consolidate with any Subsidiary of BTI, the Borrower or any Subsidiary of the Borrower, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (v) any Subsidiary of the Borrower may merge into or consolidate with the Borrower, BTI or any Subsidiary of BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (vi) any Subsidiary of BTI may merge into or consolidate with BTI, the Borrower or any Subsidiary of the Borrower or BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (vii) any Person may merge into the Borrower, provided, that either (A)(1) the Parent and its Subsidiaries are in compliance with Sections 5.02(a), (b) and (f) on the date of such merger and after giving effect thereto, (2) the consideration for such merger consists solely of Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger, (4) immediately preceding the date of such merger, the value of the Current Assets of such Person minus unsecured Debt for Borrowed Money of such Person to be assumed in such merger minus Capitalized Leases of such Person to be assumed in such merger is at least $1.00, and (5) if the date of such merger shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such merger; or (B) the Required Lenders consent to such merger; and (viii) any Subsidiary of the Parent other than the Borrower may merge into or consolidate with any other Person (other than a Subsidiary of the Parent) or permit any such other Person to merge into or consolidate with it (other than, in either such case, in a transaction referred to in clause (ii) or (iii) above), provided, that the requirements of clause (vii) above shall be satisfied with respect to such Person and such merger or consolidation, and provided, further, that the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; provided, howeverthat in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, (i) the Borrower is the surviving corporation, and (ii) except as permitted by Section 5.02(f)(v), such merger does not adversely affect the Debt Rating, if any. The calculations referred to in clauses (vii)(A)(3) and (vii)(A)(4) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual merger or consolidation to which such calculations shall apply.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of Neither the Borrower may (nor following the Parent MLP IPO, the Parent MLP) nor any Restricted Subsidiary will merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person Person, or permit sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property or assets to any other Person to merge into or consolidate with it(any such transaction, a “consolidation”); provided that (a) any Wholly-Owned Subsidiary may participate in a consolidation (i) with another Wholly-Owned Subsidiary if the surviving Person is a Guarantor or (ii) with the Borrower (or following the Parent MLP IPO, the Parent MLP) if the Borrower (or following the Parent MLP IPO, the Parent MLP) is the surviving such Person; (b) any non-Wholly-Owned Subsidiary may participate in a consolidation (i) with a Wholly-Owned Subsidiary if the surviving Person is a Guarantor, (ii) with the Borrower (or following the Parent MLP IPO, the Parent MLP) if the Borrower (or following the Parent MLP IPO, the Parent MLP) is the surviving Person or (iii) with another Person so long as no Default or Event of Default then exists or would result; (c) the Borrower (or following the Parent MLP IPO, the Parent MLP) may participate in a consolidation with any other Person so long as (i) no Default or Event of Default then exists or would result and (ii) the Borrower (and following the Parent MLP IPO, the Parent MLP) is the surviving Person (provided that a merger shall be a wholly owned Subsidiary of or consolidation between the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a partyParent MLP, the Borrower is the surviving corporationPerson); and (d) the General Partner may merge with a Subsidiary of the Borrower (or following the Parent MLP IPO, the Parent MLP) provided that such Subsidiary does not own any Oil and Gas Properties or assets pledged as collateral for the Indebtedness.

Mergers, Etc. Merge with or into or consolidate with or into any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Person, or permit any of its Subsidiaries to do so, except that: so unless (i) any Subsidiary 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 the Borrower may merge into (or consolidate with the Borrower its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Subsidiary of the Borrower; provided thatLoan Document, and (iii) in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Person formed by such consolidation or into which the Borrower shall be merged shall (1) assume 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) the Borrower may merge with or into or consolidate with or into a newly-formed Person into which the Borrower is being merged or consolidated (which Person will become the Borrower hereunder and a Subsidiary of FE) and (B) the Borrower may transfer all or substantially all of its assets and liabilities to a newly-formed Person to which all or substantially all of the assets and liabilities of the Borrower is being transferred (which Person will become the Borrower hereunder and a wholly-owned Subsidiary of the existing Borrower), in each case of clauses (A) and (B), if (1) the surviving corporationPerson, transferee or Person otherwise specified above to become the Borrower hereunder assumes the Borrower’s 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 the Borrower 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.

Mergers, Etc. Merge into or consolidate with any Person or The Borrower will not, and will not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Loan Party to, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person Person, or permit any other Person to merge 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 the Borrower or any Guarantor in connection with a Permitted Equity Acquisition or any other Investment permitted hereunder; provided that the Person surviving (i) if such merger involves the Borrower, the Borrower shall be the continuing or surviving Person and (ii) if such merger involves a wholly 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-owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of ▇▇▇▇▇▇▇ Holdings, with ▇▇▇▇▇▇▇ Holdings surviving such merger rather than as a sale of stock or assets) permitted under Section 5.02(e)(ii), any wholly-owned Subsidiary of the Borrower may merge into or consolidate Borrower, in accordance with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in the case terms of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation▇▇▇▇▇▇▇ Merger Agreement.

Mergers, Etc. Merge into 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 permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: that (i) any Subsidiary of the Borrower Company may merge into or consolidate with the Borrower or into, or dispose of assets to, any other Subsidiary of the Borrower; provided thatCompany, in the case of (ii) any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the BorrowerCompany 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; provided further that, in (iii) the case 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 merger 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 consolidation 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 which sales, transfers or other dispositions permitted by clauses (iii), (iv) and (v) above), provided that the excess of (A) the Borrower is a partyaggregate book value of all such assets so sold, the Borrower shall be the surviving entity leased, transferred or otherwise disposed of such merger or consolidation, and over (B) a Guarantor (but not liabilities associated with such assets for which neither the Borrower) is a partyCompany nor any of its Subsidiaries are liable immediately after any such sale, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f)transfer, 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes does not exceed $1,700,000,000 for the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii)period from December 31, any Subsidiary of 1997 through the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; providedRevolver Termination Date, howeverprovided further, in each case, that in no Default shall have occurred and be continuing at the case time of any such merger pursuant to the preceding clauses (i), (ii) proposed transaction or (iii) to which the Borrower is a party, the Borrower is the surviving corporationwould result therefrom.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (ia) any of the Subsidiaries may merge into or consolidate with the Borrower, provided that the Borrower is the surviving corporation; (b) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; , provided that, in the case of any such merger or consolidation with another involving a Wholly Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Wholly Owned Subsidiary of the Borrower; , provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (iic) in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any Person permitted under Section 5.02(f7.6(e), the Borrower may permit any Subsidiary 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 surviving with which such merger Subsidiary is merging or consolidating (1) shall be a wholly owned Subsidiary engaged in substantially the same lines of business as one or more of the businesses of the Borrower and the provisions of Section 5.01(iSubsidiaries or in an incidental or related business, (2) shall not have been complied withany contingent liabilities that could reasonably be expected to be material and adverse to the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the Board of Directors of the Borrower or such Subsidiary if the Board of Directors is otherwise approving such transaction, and in each other case, by a Responsible Officer), (3) 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; and (iiid) in connection with any sale sale, transfer or other disposition (which takes of all or substantially all of the form of merger rather than a sale of stock Capital Stock of, or assets) the property and assets of, any Person permitted under Section 5.02(e)(ii7.5(f), any Subsidiary 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 the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is immediately after giving effect thereto, no event shall occur and be continuing that constitutes a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may No Loan Party will merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person 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) (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business; provided that: (a) the Borrower or any Subsidiary may participate in a consolidation with any other Person; provided that (i) 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 and (iv) if any other Loan Party consolidates with any Person (other than the Borrower or another Loan Party) and such other Loan Party is not the surviving Person, such merger surviving Person shall expressly assume in writing (in form and substance satisfactory to the Administrative Agent) all obligations of such Loan Party under the Loan Documents; (b) any Subsidiary may liquidate, wind up or dissolve or participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or any other Subsidiary (provided that if one of such Subsidiary is a Wholly-Owned Subsidiary, then the continuing or surviving Person shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied withWholly-Owned Subsidiary); and (iiic) in connection with any sale or other disposition (which takes the form closing under the Initial Acquisition Documents, Parent may transfer and dispose of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary all 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 the case of any such merger pursuant Contributed Properties to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationBorrower.

Mergers, Etc. Merge None of the Borrower or any of its Consolidated Subsidiaries will merge into or with or consolidate with any Person other Person, or permit any Person liquidate, sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property or assets (whether now owned or hereafter acquired) to merge into it (including by division or in favor of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Person, except, so long as no Default exists or permit any of its Subsidiaries to do sowould result therefrom, except that: (i) any Consolidated Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of (a) the Borrower; provided that, in the case of any merger or consolidation with another Subsidiaryprovided, the Person formed by or surviving 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 (A) the Borrower is a party, that the Borrower shall be the continuing or surviving entity Person, or (b) any one or more other Consolidated Subsidiaries, provided, that if a wholly-owned Consolidated Subsidiary is merging with another Consolidated Subsidiary, a wholly-owned Consolidated Subsidiary shall be the continuing or surviving Person, (ii) any Consolidated Subsidiary may dispose of all or substantially all of its assets (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 merger Anadarko JV) to the Borrower or consolidationto another Consolidated Subsidiary; provided, and (B) that if the transferor in such a Guarantor (but not the Borrower) transaction is a partyGuarantor, then the Person formed by transferee must either be the Borrower or surviving such merger or consolidation shall be a Guarantor; , (iiiii) in connection with any acquisition permitted under Section 5.02(f9.03(i), any Subsidiary of 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 owned Consolidated Subsidiary of the Borrower and (ii) in the provisions case of Section 5.01(i) any such merger to which any Obligor is a party, such Obligor is the surviving Person or the surviving or continuing Person shall have been complied withexpressly assumed all of such Obligor’s obligations under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent; and (iiiiv) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of 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 itit in order to effect an investment permitted under Section 9.03; provided, however, that 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 preceding clauses Administrative Agent; and (v) the Borrower and/or a Consolidated Subsidiary may consummate a merger, dissolution, liquidation or consolidation, the purpose of which is to effect a Disposition permitted pursuant to Section 9.17; provided that (i), (ii) or (iii) to which if the Borrower is a partyparty thereto, the Borrower is shall be the continuing or surviving corporationPerson and (ii) the Borrower shall be organized under the laws of the United States, any state thereof or the District of Columbia.

Mergers, Etc. Merge into The Parent will not, and will not permit any of the Subsidiaries to, become a party to a merger or consolidate with consolidation; or purchase or otherwise acquire all or a substantial part of the business or assets of any Person or permit any shares or other evidence of beneficial ownership of any Person to merge into it in an aggregate amount exceeding Two Million Dollars (including $2,000,000) during the entire term of this Agreement reduced by division amounts paid by the Parent for dividends and repurchase or redemption of any existing limited liability company its capital stock pursuant to a “plan Section 11.4 of division” under the Delaware Limited Liability Company Act)this Agreement; or wind-up, dissolve, or permit any liquidate itself; provided that, (a) the Parent and the Subsidiaries may acquire assets or shares or other evidence of its Subsidiaries to do sobeneficial ownership of a Person in accordance with the restrictions set forth in Section 11.5; (b) if no Default exists or would result, except that: (i) any Subsidiary of (other than the Borrower Borrower) may merge into or consolidate with the Borrower Borrower, the Parent or any other Subsidiary of the Borrower; provided thatif, in the case of any with respect to a merger or consolidation with another into a Subsidiary, the surviving Person formed by is or surviving such merger or consolidation shall be becomes a direct or indirect wholly owned Subsidiary directly owned by the Parent, assumes the obligations of the Borrower; provided further that, in applicable Subsidiary under the case of any such merger or consolidation Loan Documents and is solvent as contemplated under Section 9.20 hereunder after giving effect to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (Bc) the 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 other Subsidiary (a Guarantor (but not “Transferring Subsidiary”), other than the Borrower) , if the Acquiring Company assumes all the Transferring Subsidiary’s liabilities (including without limitation, all liabilities of the Transferring Subsidiary under the Loan Documents to which it is a party) and, the Person formed by or surviving following such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f)assignment and assumption, any such Transferring 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 be a wholly owned Subsidiary of the Borrower wind up, dissolve and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationliquidate.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, that (x) in the case of any such merger or consolidation to which (A) the Borrower a wholly-owned Subsidiary is a party, the Borrower Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of the surviving entity 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 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 (Bz) in the case of any such merger or consolidation to which a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 itsuch Subsidiary of the Borrower; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and Borrower; provided further that, in the provisions case of Section 5.01(i) any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation shall have been complied withbe a Subsidiary Guarantor; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(e) (other than clause (ii) 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 itsuch Subsidiary of the Borrower; provided, however, that in the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is a partyimmediately before and after giving effect thereto, the Borrower is the surviving corporationno Default shall have occurred and be continuing.

Mergers, Etc. Merge into No Loan Party shall 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 the assets (whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Company may merge into or consolidate with the Borrower or into any other Subsidiary of the Borrower; Company or an entity that will substantially concurrently therewith become a Subsidiary of the Company (provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving if such merger or consolidation shall be involves a direct or indirect wholly owned Subsidiary of the Borrower; provided further thatLoan Party, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower 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 merger or consolidationassets, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantorit disposes of them to another Loan Party); (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Company may merge into or consolidate 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 or permit 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 merge into or consolidate with itthe Agent have been delivered to the Agent; provided that the Person surviving Company shall provide not less than five Business Days’ notice of any such merger, and if such merger shall be a wholly owned Subsidiary 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 Borrower Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the provisions 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 Section 5.01(i) shall have been complied withall 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 (iiiv) 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 connection with any sale respect of all other Reacquisition Sale and Leaseback Transactions entered into after the date hereof, do not exceed $300,000,000 (or other disposition (which takes the form of merger rather than a sale of stock its Equivalent in another currency or assets) permitted under Section 5.02(e)(iicurrencies), 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, howeverin each case, that in no Event of Default shall have occurred and be continuing at the case time of any such merger pursuant proposed transaction or would result therefrom; provided further that notwithstanding anything to the preceding clauses (icontrary in this Section 5.02(b), (iix) or the Palate Acquisition and (iiiy) to which the Borrower is a party, the Borrower is the surviving corporationNeptune Transactions shall be permitted.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) the Company may consummate the Acquisition; (ii) any Subsidiary of the Borrower Company may merge into or consolidate with the Borrower or any other Subsidiary of the BorrowerCompany; provided that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Wholly-Owned Subsidiary of the BorrowerCompany; and provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (iiiii) in connection with as part of any acquisition permitted under Section 5.02(f5.02(g), any Subsidiary of the Borrower Company 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 be a wholly owned Wholly-Owned Subsidiary of the Borrower Company; and provided further that, in the provisions case of Section 5.01(i) any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall have been complied with; andbe a Subsidiary Guarantor; (iiiiv) in connection with as part of any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(f) (other than clause (ii) thereof), any Subsidiary of the Borrower Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (v) any of the Company's Subsidiaries may merge into the Company; provided, however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower Company is a party, the Borrower Company is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division Each of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Parent and the Borrower will not, or and will not permit any of its Subsidiaries to do soto, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person 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) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that, so 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 Person surviving such merger 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) the survivor of such consolidation (the “Successor Borrower”) shall be organized under the laws of a wholly owned Subsidiary state of the United States; (ii) the Successor Borrower shall expressly assume 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 documentation in form and substance 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 provisions of Section 5.01(i) shall have been complied with; and (iii) other obligors under the Loan Documents, and otherwise in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii)consolidation, 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 in IPO and the case of any such merger pursuant to the preceding clauses (i)transactions contemplated thereby, (iiiv) both before and after giving effect thereto, no Borrowing Base Deficiency, Default or Event of Default exists or would result therefrom; and (iiiv) to which the Successor Borrower is a party, shall be in pro forma compliance with the Borrower is covenants contained in Section 9.01; and (c) the surviving corporationLoan Parties may make any Disposition permitted by Section 9.12.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Restricted Subsidiary of the Borrower; provided , provided, that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Restricted Subsidiary of the Borrower; , provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Restricted 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 , provided, that the Person surviving such merger shall be a wholly owned Restricted Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; andBorrower; (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(e) (other than clause (ii) thereof), any Restricted 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; (iv) any of the Borrower’s Restricted Subsidiaries may merge into the Borrower; and (v) any Restricted 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 in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or The Parent will not, and will not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Credit Party to, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person 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) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that the Person surviving such merger shall be that, so long as no Default then exists, or would exist after giving effect thereto, and 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 wholly owned Subsidiary of consolidation with the Borrower and so long as the provisions of Section 5.01(iBorrower is the surviving Person or transferee, (b) shall have been complied with; and any Subsidiary Guarantor may participate in a consolidation with the Parent so long as the Parent is the surviving Person or transferee, (iiic) any Subsidiary Guarantor may participate in connection a consolidation with any sale Unrestricted Subsidiary so long as the Subsidiary Guarantor is the surviving Person or other disposition transferee, and (which takes the form of merger rather than a sale of stock or assetsd) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower Guarantor may merge into or consolidate participate in a consolidation with any other Person or permit any other Person to merge into or consolidate with itSubsidiary Guarantor; providedprovided that, however, that in the case of any such merger pursuant to clause (d), the preceding clauses 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-Surviving Subsidiary Guarantor”), (ii) the same jurisdiction as the Surviving Subsidiary Guarantor if the Property of the Non-Surviving Subsidiary Guarantor has a de minimus value or derives substantially all of its value from the jurisdiction in which the Surviving Subsidiary Guarantor is organized, (iii) to which any state of the Borrower is a partyUnited States of America or province of Canada, or (iv) such other jurisdiction as approved by the Borrower is the surviving corporationMajority Lenders.

Mergers, Etc. Merge into or consolidate with any Person or The Borrower will not, and will not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Subsidiary to, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person 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) (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business; provided that the Person surviving such merger shall be a wholly owned so long as no Default has occurred and is continuing, or would result after giving effect thereto, (a) any Wholly-Owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection may merge or consolidate with any sale other Wholly-Owned Subsidiary of the Borrower, provided, that if any such merger or other disposition consolidation involves (which takes x) a Wholly-Owned Subsidiary that is a Guarantor and another Wholly-Owned Subsidiary that is not a Guarantor, the form 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 merger rather than a sale of stock or assetsthe Borrower so long as the Borrower is the surviving Person and (c) permitted under Section 5.02(e)(ii)subject to the limitations in clause (a) above, any Wholly-Owned Subsidiary of the Borrower may merge into or consolidate the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationPermitted Acquisition.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with any other Wholly Owned Subsidiary of the Borrower or may convey, transfer or lease any other or all of its assets to a Wholly Owned Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Wholly Owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving 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) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Borrower’s Subsidiaries may consolidate with or merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itthe Borrower; provided that the Person Borrower is the surviving such merger shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied withentity; and (iii) in connection with any sale or other disposition (which takes of the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary 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 the 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, shall have assumed all obligations of such Subsidiary under any Subsidiary Guaranty to which such Subsidiary is a party in a writing satisfactory in form and substance to the Required Lenders and such newly-created or acquired Subsidiary shall comply with the requirements of Section 5.01(i) and (II) the Borrower shall have caused to be delivered to the Administrative Agent an opinion of independent counsel satisfactory to the Administrative Agent 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), (y) any transaction involving the acquisition of a Person by a Subsidiary of the Borrower by merger or consolidation where the surviving entity shall be a Subsidiary of the Borrower unless, immediately after giving effect to such merger or consolidation, the surviving entity constitutes a New Material Subsidiary and (z) any sale, transfer or other conveyance of any assets to any Receivables Financing Subsidiary; provided that, with respect to this subclause (z), the sale, transfer or conveyance of such assets is permitted by the provisions of this Agreement; provided, however, that in each case, immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes a Default and (B) the case Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, as evidenced by a certificate of any such merger pursuant the chief financial officer (or persons performing similar functions) of the Borrower delivered to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationAdministrative Agent demonstrating such compliance.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a GuarantorSubsidiary Guarantor or the Borrower; (ii) in connection with as part of any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower Borrower; and provided further that, in the provisions case of Section 5.01(i) any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall have been complied with; andbe a Subsidiary Guarantor; (iii) in connection with as part of any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) Transfer permitted under Section 5.02(e)(ii5.02(e), 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; (iv) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; providedprovided that such dissolution, howeverliquidation or winding up, that in as applicable, could not reasonably be expected to have a Material Adverse Effect; (v) the case of any such merger pursuant to Transactions as contemplated by the preceding clauses Transaction Documents may be consummated; and (i)vi) Retail Factoring, (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationLLC may be dissolved.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it into, or convey, transfer, lease or otherwise dispose (including by division 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 existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or into, or dispose (including by means of a Division) of assets to, any other Subsidiary of the Borrower; provided that, in the case of any merger Borrower or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, in ; (ii) the case of Borrower may merge or consolidate with or into any such merger or consolidation to which other Person so long as (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger Person or consolidation, and (B) a Guarantor (but if the Borrower is not the Borrowersurviving Person, (1) is a partythe surviving Person shall assume, by agreement reasonably satisfactory in form and substance to the Required Lenders, all of the rights and obligations of the Borrower under this Agreement and the other Loan Documents, (2) such surviving Person formed shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such surviving Person’s obligations under this Agreement are enforceable and (y) if requested by or surviving the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Loan Document and that such surviving Person’s obligations under this Agreement are enforceable and (3) the Administrative Agent shall have received the information and documentation reasonably requested by the Administrative Agent or any Lender, in each case with respect to such 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 Beneficial Ownership Regulation (it being understood that, if the foregoing are satisfied, such surviving Person will succeed to, and be a Guarantorsubstituted for, the Borrower under this Agreement); (iiiii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with or into another Person, or convey, transfer, lease or otherwise dispose (including by means of a Division) of all or any other Person or permit any other Person to merge into or consolidate with it; provided that portion of its assets so long as (A) the Person surviving consideration received in respect of such merger shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale merger, consolidation, conveyance, transfer, lease or other disposition is at least equal to the fair market value of such assets and (which takes the form of merger rather than a sale of stock B) no Material Adverse Effect would reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or assets) permitted under Section 5.02(e)(ii), 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 itdisposition; provided, however, that in the case cases of any such merger pursuant to the preceding clauses (i), clause (ii) hereof, that no Default shall have occurred and be continuing at the time of such proposed transaction or (iii) to which the Borrower is a party, the Borrower is the surviving corporationwould result therefrom.

Mergers, Etc. (i) Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)or consolidate with it, or permit any of its Subsidiaries to do so, except that: (iA) any Subsidiary of the Subsidiaries 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 the Borrower or any other Subsidiary of the BorrowerMaterial Subsidiaries; provided that, in the case of any merger or consolidation with another Subsidiary, that the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a GuarantorMaterial Subsidiary; (iiC) any of the Immaterial Subsidiaries may merge into or consolidate with any of the other Immaterial Subsidiaries; (D) in connection with any purchase or other acquisition of Equity Interests in, or property and assets of, any Person permitted under Section 5.02(f5.02(e)(vi), the Borrower may permit any Subsidiary 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 (x) if such Subsidiary is a Material Subsidiary, the Person surviving formed by such merger or consolidation shall be a Material Subsidiary, (y) if such Subsidiary is a non-wholly owned Domestic Subsidiary, the Person formed by such merger or consolidation shall be a Domestic Subsidiary and (z) 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 (1) shall be engaged in substantially the same lines of business as one or more of the businesses of the Borrower and the provisions of Section 5.01(iMaterial Subsidiaries in the ordinary course and (2) shall not have been complied withany contingent liabilities that could reasonably be expected to be material to the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction, and in each other case, by a Senior Financial Officer); and (iiiE) in connection with any sale sale, transfer or other disposition (which takes of all or substantially all of the form of merger rather than a sale of stock Equity Interests in, or assets) the property and assets of, any Person permitted under Section 5.02(e)(ii5.02(d)(vii), any Subsidiary 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. (ii) In all cases under this Section 5.02(c), however(A) any such permitted merger or consolidation shall be effected in compliance with all applicable Requirements of Law, that (B) all Governmental Authorizations, and all consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with such merger or consolidation shall have been obtained or made, (C) to the extent applicable, the relevant Loan Parties shall have complied with Section 5.01(j), and (D) immediately before and immediately after giving pro forma effect to such merger or consolidation, no Default shall have occurred and be continuing. (iii) In the case of any such merger or consolidation effected pursuant to the preceding clauses clause (i), (iiD) or (iiiE) of Section 5.02(c)(i), immediately after giving effect to which the Borrower is a partysuch merger or consolidation, the Borrower is and its Subsidiaries shall be in pro forma compliance with all of the surviving corporationcovenants set forth in Section 5.04, such compliance to be determined on the basis of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties as though such merger or consolidation had been consummated as of the first day of the fiscal period covered thereby.

Mergers, Etc. Merge The Company will not merge into or consolidate with any Person or permit any Person to merge into it (including by division or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (ia) any Subsidiary of the Borrower Company may merge into or consolidate with the Borrower or any other Wholly Owned Subsidiary of the BorrowerCompany or may convey, transfer or lease any or all of its assets to a Wholly Owned Subsidiary of the Company; provided that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Wholly Owned Subsidiary of the BorrowerCompany; provided further provided, further, that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor, and such newly-created or acquired Subsidiary shall comply with the applicable requirements of Sections 9.10 and 10.18; provided, further, that, for the avoidance of doubt, nothing contained in this Section 10.6 shall prohibit any Subsidiary from selling, transferring or otherwise conveying receivables (and related assets, as contemplated by Section 10.5(g)) to any Receivables Financing Subsidiary entity created (directly or indirectly) by the Company for purposes of entering into or consummating any receivables financing transaction permitted by Section 10.3(c)(viii); (iib) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Company’s Subsidiaries may consolidate with or merge into the Company; provided that the Company is the surviving entity; and (c) any of the Subsidiaries of the Company may (i) merge into or consolidate with, any other Person, or (ii) convey, transfer or lease substantially all of its assets in compliance with Section 10.5 (other than Section 10.5(e)) in a single transaction or series of related transactions to 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 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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, 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 the 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, shall have assumed all obligations of such Subsidiary under the Subsidiary Guaranty Agreement in a writing satisfactory in form and substance to the Required Holders and such newly-created or acquired Subsidiary shall comply with the applicable requirements of Sections 9.10 and 10.18 and (2) the Company shall have caused to be delivered to the holders of the Notes an opinion of independent counsel satisfactory to the Required Holders 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 (c) shall not apply to (x) the sale, transfer or other conveyance of any assets of the Company (including the Capital Stock of any Subsidiary of the Company), howsoever effected (including by way of merger or consolidation, sale of assets, lease, or otherwise) in a transaction permitted by Section 10.5(f), (y) any transaction involving the acquisition of a Person by a Subsidiary of the Company by merger or consolidation where the surviving entity shall be a Subsidiary of the Company unless, immediately after giving effect to such merger or consolidation, the surviving entity constitutes a Subsidiary that is not a Foreign Subsidiary and is newly formed or newly acquired, directly or indirectly, by the Company having total assets, as reflected on its balance sheet as of any date of determination, equal to or in excess of five percent (5%) of the total consolidated assets of the Company and its Subsidiaries as reflected on the Company’s consolidated balance sheet as of such date of determination, in each case as determined in accordance with GAAP, and (z) any sale, transfer or other conveyance of any assets to any Receivables Financing Subsidiary; provided that, with respect to this subclause (z), the sale, transfer or conveyance of such assets is permitted by the provisions of this Agreement; provided, however, that in the each case of any such merger pursuant to the preceding clauses (ia), (iib) and (c) above, immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes a Default or an Event of Default and (iiiB) the Company shall be in pro forma compliance with the covenants contained in Section 10.1, as evidenced by a certificate of the chief financial officer (or persons performing similar functions) of the Company delivered to which the Borrower is a party, holders of the Borrower is the surviving corporationNotes demonstrating such compliance.

Mergers, Etc. Merge into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (but excluding, for the avoidance of doubt, the following transactions: (w) any 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 permit any Person to merge into it similar disposition) (including by division 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 existing limited liability company pursuant to Borrower or of any Borrower and its Subsidiaries (taken as a “plan of division” under the Delaware Limited Liability Company Act)whole) to, any Person, or permit any of its Material Subsidiaries to do so, except that: that (i) any Subsidiary of the Borrower (other than any Company) may merge into or consolidate with the Borrower or any other Subsidiary into, or transfer, convey or dispose of the Borrower; provided thatassets to, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as such transaction or permit any series of related transactions does not result in the transfer, conveyance or other Person to merge into disposal of all or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary substantially all of the assets (whether now owned or hereafter acquired) of any Borrower or of any Borrower and the provisions of Section 5.01(i) shall have been complied with; and its Subsidiaries (iii) in connection with any sale or other disposition (which takes the form of merger rather than taken as a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (iwhole), (ii) any of the Companies and any Material Subsidiary may merge into or transfer, convey or dispose of assets to any Person in a transaction in which a Company or a Material Subsidiary is the surviving or transferee entity (provided that any such transaction involving a Company must result in a Company as the surviving or transferee entity), (iii) to Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the sole purpose of changing the state of incorporation of Harley if the surviving corporation shall expressly assume the liabilities of Harley under this Agreement and the other Loan Documents and (iv) the Guarantor may merge or consolidate with a Person (other than a Borrower) in a transaction in which the Borrower is a party, the Borrower Guarantor is the surviving corporationentity; provided, in each case, that no Unmatured Default shall have occurred and be continuing at the time of such proposed transaction or 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 the Commission prior to the Closing Date.

Mergers, Etc. Merge into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (but excluding, for the avoidance of doubt, the following transactions: (w) any 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 permit any Person to merge into it similar disposition) (including by division 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 existing limited liability company pursuant to Borrower or of any Borrower and its Subsidiaries (taken as a “plan of division” under the Delaware Limited Liability Company Act)whole) to, any Person, or permit any of its Material Subsidiaries to do so, except that: that (i) any Subsidiary of the Borrower (other than any Company) may merge into or consolidate with the Borrower or any other Subsidiary into, or transfer, convey or dispose of the Borrower; provided thatassets to, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as such transaction or permit any series of related transactions does not result in the transfer, conveyance or other Person to merge into disposal of all or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary substantially all of the assets (whether now owned or hereafter acquired) of any Borrower or of any Borrower and the provisions of Section 5.01(i) shall have been complied with; and its Subsidiaries (iii) in connection with any sale or other disposition (which takes the form of merger rather than taken as a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (iwhole), (ii) any of the Companies and any Material Subsidiary may merge into or transfer, convey or dispose of assets to any Person in a transaction in which a Company or a Material Subsidiary is the surviving or transferee entity (provided that any such transaction involving a Company must result in a Company as the surviving or transferee entity), (iii) to Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the sole purpose of changing the state of incorporation of Harley if the surviving corporation shall expressly assume the liabilities of Harley under this Agreement and the other Loan Documents and (iv) any Guarantor may merge or consolidate with a Person (other than a Borrower) in a transaction in which the Borrower is a party, the Borrower such Guarantor is the surviving corporationentity; provided, in each case, that no Unmatured Default shall have occurred and be continuing at the time of such proposed transaction or 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 the Commission prior to the Closing Date.

Mergers, Etc. Merge into Merge, amalgamate or consolidate with any Person Person, or in the case of Parent permit any Person Material Subsidiary to merge into it (including by division of merge, amalgamate or consolidate with any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to do soPerson, except that: (i) any Subsidiary of the Borrower may merge into merge, amalgamate or consolidate with (or liquidate into) any other Subsidiary or may merge, amalgamate or consolidate with (or liquidate into) either Borrower or Parent, provided that (A) if such Subsidiary merges, amalgamates or consolidates with (or liquidates into) either Borrower or Parent, either (i) the survivor or successor is a Borrower or Parent, as applicable, or (ii) in the case of an amalgamation involving either Borrower under the laws of Canada or any province thereof, the continuing corporation resulting from such amalgamation is organized and existing under the laws of Canada or a province thereof and continues by operation of law to be liable for all obligations of such Borrower under this Agreement and under the Notes, provided that notice thereof and a copy of the amalgamation documents are provided to the Administrative Agent, or (iii) each successor or surviving Business Entity is organized and existing under the laws of Canada or a province thereof or the United States or a state thereof, respectively, and expressly assumes the obligations of such Borrower or Parent, as applicable, hereunder and under the Notes, (B) if any such Subsidiary merges, amalgamates or consolidates with (or liquidates into) any other Subsidiary of Parent, one or more Business Entities that are Subsidiaries of Parent are the surviving or successor Business Entity(ies) and, if either such Subsidiary is not directly or indirectly wholly-owned by either Borrower or Parent, such merger, amalgamation or consolidation is on an arm's length basis and (C) as a result of such merger, amalgamation or consolidation, no Event of Default, and no event which with lapse of time or the giving of notice, or both, would constitute an Event of Default, shall have occurred and be continuing, and (ii) each Borrower, Parent or any Material Subsidiary may merge, amalgamate or consolidate with any other Business Entity (that is, in addition to the Borrowers, Parent or any other Subsidiary of the Borrower; Parent), provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 that (A) if either Borrower or Parent merges, amalgamates or consolidates with any such other Business Entity(ies), either the Borrower survivor or successor Business Entity is a partyBorrower or Parent, the Borrower shall be the as applicable, (B) if any Material Subsidiary merges, amalgamates or consolidates with any such other Business Entity, each surviving entity of such merger or consolidationsuccessor Business Entity is a directly or indirectly wholly-owned Subsidiary, and (BC) if a Guarantor (but not the Borrower) is a party, the Person formed by Parent or surviving any Material Subsidiary merges, amalgamates or consolidates with any such merger other Business Entity, after giving effect to such merger, amalgamation or consolidation shall be a Guarantor; (ii) in connection no Event of Default, and no event which with any acquisition permitted under Section 5.02(f)lapse of time or the giving of notice, any Subsidiary or both, would constitute an Event 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) Default, shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationoccurred and be continuing.

Mergers, Etc. Merge into or consolidate with or 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 Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (i) any domestic Subsidiary of the Borrower may merge into 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 other 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 any merger or consolidation with another Subsidiaryeach transaction permitted under this Section 5.02(b), at the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity time of such merger or consolidationproposed transaction and immediately after giving effect to such proposed transaction, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) no Default shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationoccurred and be continuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)The Credit Parties will not, or and will not permit any of its the Restricted Subsidiaries to do soto, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person Person, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its 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 the Person surviving such merger shall be a wholly owned Subsidiary (a) so long as no Default, Event of the Borrower Default or Borrowing Base Deficiency has occurred and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale is continuing or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii)would result therefrom, any Restricted Subsidiary of the Borrower may merge into or consolidate participate in a consolidation with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is in a party, transaction in which the Borrower is the surviving corporationentity 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 or to a Subsidiary Guarantor, (d) any Restricted Subsidiary may wind-up if the Borrower determines in good faith that such wind-up is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (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 any Guarantor participates in such merger or consolidation, a Guarantor shall be the surviving Person; and (f) Credit Parties and their Restricted Subsidiaries may engage in Dispositions permitted by Section 9.11.

Mergers, Etc. Merge Other than pursuant to the Merger, merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower BMCA may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided BMCA, provided, however, that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; BMCA, and, provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower BMCA may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that (x) the Person surviving such merger shall be a wholly owned direct or indirect Subsidiary of BMCA and (y) in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) consolidation to which the Borrower a Guarantor is a party, the Borrower Person formed by such merger or consolidation shall be a Guarantor; (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of BMCA 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 BMCA’s Subsidiaries may merge into BMCA; provided that the Person surviving such merger shall be BMCA. provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing and, in the case of any such merger to which BMCA is a party, BMCA is the surviving corporation.

Mergers, Etc. Merge into 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 permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: that (i) subject to Section 5.01(l), (A) any wholly owned Subsidiary of the Borrower TRS may merge or consolidate with or into, or dispose of all or substantially all of its assets to, any other wholly owned Subsidiary of TRS or (B) any wholly owned Subsidiary of TRS may merge into or dispose of all or substantially all of its assets to TRS (with TRS being the surviving entity), (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 Subsidiary Person (including TRS and RFR), provided in each case that no Default shall have occurred and be continuing at the time of the Borrower; provided thatsuch proposed transaction or would result therefrom and, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Rayonier or such Additional Borrower is a party, the Borrower shall be the surviving entity of (w) Rayonier or such merger or consolidationAdditional Borrower, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in as the case of any such merger pursuant to the preceding clauses (i)may be, (ii) or (iii) to which the Borrower is a party, the Borrower 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 5.05 (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 remain in full force and the respective Subsidiary Guarantors shall continue to guarantee obligations of Rayonier hereunder and under other Loan Documents, and (z) Rayonier and its Subsidiaries shall be in the same line of business as conducted by them immediately prior to such merger, and (iv) Rayonier may transfer all of its assets and properties to an Additional Borrower on the Additional Borrower Effective Date.

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 any Person other Person, or permit (x) liquidate, Wind-Up, dissolve or divide, (y) acquire all or any Person to merge into it (including by division substantial portion of the properties of any existing limited liability company pursuant to going concern or going line of business (whether or not constituting a “plan of division” under the Delaware Limited Liability Company Actdistinct legal entity), or permit (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 sothe foregoing, except that:for the following (referred to herein as "Permitted Mergers"): (ia) any A Subsidiary of the Borrower may merge with or into or consolidate with with, or acquire all or any substantial portion of the Borrower properties of, or liquidate or dissolve into, any other Subsidiary of the Borrower; provided that, in if the case of any merger acquiring, surviving or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation new Corporation shall be a direct or indirect wholly owned Wholly Owned Subsidiary of the Borrower; provided further thatand (b) The Borrower, or a Subsidiary of the Borrower, may make acquisitions of the types referred to in the case of any such merger or consolidation to which foregoing clauses (Ay) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (Bz) of properties of Persons other than a Guarantor (but not Subsidiary of the Borrower) is a party, consistent with the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) other provisions of this Agreement and the other Loan Documents, provided that the aggregate Adjusted Acquisition Consideration in connection with any acquisition permitted under Section 5.02(f)all such acquisitions made after June 29, any Subsidiary 1995 shall not exceed the sum 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.$20,000,000 plus the

Mergers, Etc. Merge into or consolidate with or 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 Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Guarantor (other than the Borrower) may merge into or consolidate with the Borrower or transfer assets to or acquire assets from any other Subsidiary of the Borrower; Guarantor, provided that, that in the case of any merger such merger, consolidation, or consolidation with another Subsidiarytransfer of assets to which NIPSCO or Columbia is a party, the Person formed by continuing or surviving such merger or consolidation Person shall be a direct or indirect wholly owned Wholly-Owned Subsidiary of the BorrowerGuarantor; 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 further that, 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 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 last day of the Guarantor’s fiscal quarter then most recently ended) and (B) such surviving Person or transferee, as applicable, 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 and its counsel in their reasonable discretion, accompanied by such opinions of counsel and other supporting documents as 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 of the Borrower into the Guarantor or transfer of all or substantially all of the assets of the Borrower to the Guarantor, 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 last day of the Guarantor’s fiscal quarter then most recently ended) and (B) the 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 and its counsel in their reasonable discretion, accompanied by such opinions of counsel and other supporting documents as they may reasonably require; and (iv) the Guarantor or any Subsidiary of the Guarantor may merge, or consolidate with or transfer all or substantially all of its assets to 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 last day of the Guarantor’s fiscal quarter then most recently ended); (B) in the case of any such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by continuing or surviving such merger or consolidation shall be a Guarantor; corporation; (iiC) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party, NIPSCO or Columbia, as the preceding clauses case may be, shall be the continuing or surviving corporation and shall be a Wholly-Owned Subsidiary of the Guarantor; (i)D) in the case of any such merger, (ii) consolidation or (iii) transfer of assets to which the Borrower Guarantor is a party, the Borrower is 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 M▇▇▇▇’▇.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower BRW may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; 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 with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of BRW or BCI, as the Borrower; case may be, provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a GuarantorSubsidiary Guarantor (or, any transaction to which BCSI is a party, a Borrower); (ii) in connection BRW may merge with or into any acquisition permitted under Section 5.02(f), any wholly owned Subsidiary of BRW that is formed solely for the Borrower 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 ▇▇▇▇ Any Distance, Inc. may merge with or into or consolidate with any other Person or permit any other Person to merge into or consolidate with itBroadwing Telecommunications Inc.; provided that the Person surviving corporation in respect of such merger shall be deemed to be a wholly owned Subsidiary of BRW for all purposes hereunder notwithstanding that it may be a Subsidiary of BCI, and BRW shall deliver written notice to the Borrower and the provisions of Section 5.01(iAdministrative Agent to that effect; (iv) shall have been complied with; any Mutual Subsidiary may merge into another Mutual Subsidiary or into BCSI, and (iiiv) following the completion of a BCI Exchange in connection respect of 66 2/3% or more of the outstanding BCI Exchangeable Preferred Stock, BCI may merge with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any newly formed special purpose Subsidiary of BRW, provided that the Borrower may merge into or consolidate with any other Person or permit any other Person surviving corporation in respect of such merger shall be deemed to merge into or consolidate with itbe 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 occur and be continuing that constitutes a Default and, in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower BCSI is a party, the Borrower BCSI is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Restricted Subsidiaries to do so, except that: (ia) any of the Restricted Subsidiaries may merge into or consolidate with the Borrower; provided that the Borrower is the surviving corporation; (b) any Restricted Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Restricted Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation with another involving a Wholly Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Wholly Owned Subsidiary of the Borrower; provided further provided, further, that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (iic) in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any Person permitted under Section 5.02(f7.6(e), the Borrower may permit any Subsidiary 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 the Borrower’s obligations hereunder and thereunder pursuant to an agreement or instrument satisfactory in form and substance to the Administrative Agent (and shall thereafter be the Borrower hereunder), and any of the Restricted 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 surviving with which such merger Restricted Subsidiary is merging or consolidating (i) shall 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 wholly owned Guarantor if the merging Restricted Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied withwas a Guarantor prior to such transaction; and (iiid) in connection with any sale sale, transfer or other disposition (which takes of all or substantially all of the form of merger rather than a sale of stock Capital Stock of, or assets) the property and assets of, any Person permitted under Section 5.02(e)(iiSections 7.5(c) or (f), any Subsidiary of the Restricted 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 the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is immediately after giving effect thereto, no event shall occur and be continuing that constitutes a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, that (x) in the case of any such merger or consolidation to which (A) the Borrower a wholly-owned Subsidiary is a party, the Borrower Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of the surviving entity 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 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 (Bz) in the case of any such merger or consolidation to which a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), (x) 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 that the Person surviving such merger shall be a Subsidiary of the Borrower; provided further that, in the case of any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor and (y) the Borrower may merge with 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 the Borrower; provided that the Borrower is the surviving corporation; and (iv) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) 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; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 itBorrower; provided, however, that in the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is a partyimmediately before and after giving effect thereto, the Borrower is the surviving corporationno Default shall have occurred and be continuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)The Obligors will not, or and will not permit any of its the Restricted Subsidiaries to do soto, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person Person, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its 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”); provided that the Person surviving such merger shall be a wholly owned Subsidiary (a) so long as no Default, Event of the Borrower Default or Borrowing Base Deficiency has occurred and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale is continuing or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii)would result therefrom, any Restricted Subsidiary of the Borrower may merge into or consolidate participate in a consolidation with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is in a party, transaction in which the Borrower is the surviving corporationentity 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 Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (ii) after giving effect thereto, the Obligors are in compliance with Section 8.13, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Subsidiary Guarantor, (d) any Restricted Subsidiary may wind-up if the Borrower determines in good faith that such wind-up is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (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 any Guarantor participates in such merger or consolidation, a Guarantor shall be the surviving Person; and (f) Obligors and their Restricted Subsidiaries may engage in Investments permitted by Section 9.05(l) and Dispositions permitted by Section 9.11.

Mergers, Etc. Merge into or consolidate with any Person or Each Borrower will not, and will not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Restricted Subsidiary to, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person 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; provided that the Person surviving such merger shall be a wholly owned Subsidiary except that, so long as no Event of the Borrower and the provisions of Section 5.01(i) shall have been complied with; andDefault exists or would result therefrom: (iiia) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii)Restricted Subsidiary may merge, any Subsidiary of the Borrower may merge into amalgamate or consolidate with any other or into (i) a Borrower; provided that such Borrower shall be the continuing or surviving Person or permit (ii) one or more other Restricted Subsidiaries; provided that when any other Person to merge into 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 itor into any other Restricted Subsidiary that is not an Obligor; provided, however, and (ii) any Subsidiary may liquidate or dissolve or a Borrower or any Subsidiary may change its legal form if the Company determines in good faith that such action is in the best interest of the Company and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any 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 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 shall be the continuing or surviving corporation or (2) if the Person formed by or surviving any such merger pursuant to or consolidation is not a Borrower (any such Person, the preceding clauses (i“Successor Company”), (iiA) the Successor Company 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, (iiiB) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which the such Borrower is a partyparty pursuant to a supplement hereto or thereto in form reasonably satisfactory to Administrative Agent, (C) each Obligor, unless it is the other party to such 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 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 Successor Company at least 5 Business Days prior to such merger, and (H) Borrower Agent shall have provided written notice of such merger to Administrative Agent at least 5 Business Days prior to such 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 may agree in its reasonable discretion, in advance), the Successor Company will succeed to, and be substituted for, such Borrower is the surviving corporationunder this Agreement.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, that (A) in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but in the case of any such merger or consolidation in which the Borrower is not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantorwholly owned Subsidiary of the Borrower; (ii) in connection the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any acquisition other Person or permit any other Person to merge into or consolidate with it; provided that (A) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (B) in the case of any such merger or consolidation in which the Borrower is not a party, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower; (iii) as part of any sale or other disposition permitted under Section 5.02(f5.02(e), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iiiiv) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower may merge into liquidate or consolidate with any other Person dissolve if the Borrower determines in good faith that such liquidation or permit any other Person dissolution is in the best interest of the Borrower and is not materially disadvantageous to merge into or consolidate with itthe Lenders; provided, however, that in the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is a partyimmediately before and after giving effect thereto, the Borrower is the surviving corporationno Default shall have occurred and be continuing.

Mergers, Etc. Merge Other than as required to consummate the Merger Transactions, merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of Loan Party other than the Borrower Parent may merge with or into or may consolidate with the Borrower or any other Subsidiary of the Borrower; provided thatLoan Party, in the case of any merger or consolidation with another Subsidiaryprovided, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (ii) any Person other than a Loan Party may merge into the Borrower or may merge with or into or consolidate with any other Loan Party other than the Parent, provided, that either (A)(1) the Parent and its Subsidiaries are in compliance with Sections 5.02(a), (b) and (f) on the date of such merger or consolidation and after giving effect thereto, (2) the consideration for such merger or consolidation consists solely of Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger or consolidation, (4) immediately preceding the date of such merger or consolidation, the value of the Current Assets of such Person minus unsecured Debt for Borrowed Money of such Person to be assumed in such merger or consolidation minus Capitalized Leases of such Person to be assumed in such merger or consolidation is at least $1.00, and (5) if the date of such merger or consolidation shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such merger or consolidation; or (B) the Required Lenders consent to such merger or consolidation; (iii) in connection with any acquisition sale or other disposition permitted under Section 5.02(f5.02(e) (other than clause (ii) thereof), any Subsidiary of Loan Party other than the Borrower and the Parent may merge with or into or may consolidate with any other Person or permit any other Person to merge with or 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 5.01(i) shall have been complied with; and (iiiiv) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of Loan Parties may consummate the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itFDN Merger Transactions; provided, howeverthat in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, (i) the Borrower is the surviving corporationcorporation and (ii) except as permitted by Section 5.02(f)(v), such merger does not adversely affect the Debt Rating, if any. The calculations referred to in clauses (ii)(A)(3) and (ii)(A)(4) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual merger or consolidation to which such calculations shall apply. (g) Subsection 5.02(g) is amended to read in full as follows:

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) the Parent and its Subsidiaries may consummate the Merger; (ii) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; , provided that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; , and provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (iiiii) any Subsidiary of the Borrower may merge into or consolidate with the Borrower, provided that the Borrower shall be the Person surviving such merger; (iv) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iiiv) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(e)(iv), 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 in the case of any such merger pursuant to the preceding clauses (i)each case, (ii) or (iii) to which the Borrower is a partyimmediately before and after giving effect thereto, the Borrower is the surviving corporationno Default shall have occurred and be continuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or any other Subsidiary of with the Borrower; provided that, in the case of any merger such merger, consolidation or consolidation with another Subsidiaryamalgamation, the Person formed by such merger, consolidation or surviving such merger or consolidation amalgamation shall be a direct or indirect wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger merger, consolidation or consolidation amalgamation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by such merger, consolidation or surviving such merger or consolidation amalgamation shall be a GuarantorSubsidiary Guarantor or the Borrower; (ii) in connection with as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor; (iii) as part of any Transfer permitted under Section 5.02(e), any Restricted 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iiiiv) in connection with any sale Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other disposition (which takes the form of merger rather than a sale of stock to Parent or assets) permitted under Section 5.02(e)(iieither Holdings Entity), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with with, 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 permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any Restricted Subsidiary or any Subsidiary of its Subsidiaries XCC to do so; provided that any Subsidiary of XCC may sell or assign for cash in one or more transactions, except that: substantially all of such Subsidiary's assets where the proceeds are applied to repayment of Debt of such Subsidiary and/or invested by such Subsidiary in assets which would be reflected as receivables on such Subsidiary's balance sheet in accordance with generally accepted accounting principles; and further provided that (i) any Restricted Subsidiary (other than XCC and its Subsidiaries) may merge or consolidate with or transfer assets to any other Restricted Subsidiary, (ii) any Subsidiary of the Borrower XCC may merge or consolidate with or transfer assets to any other Subsidiary of XCC, (iii) any Restricted Subsidiary (other than XCC and its Subsidiaries) may merge into or consolidate transfer assets to Xerox and any Subsidiary of XCC may merge into or transfer assets to XCC and (iv) Xerox may merge, and any Restricted Subsidiary or Subsidiary of XCC may merge or consolidate, with any other Person, provided in each case that, immediately after giving effect thereto, no event shall occur and be continuing which constitutes an Event of Default or which with the Borrower giving of notice or any other Subsidiary lapse of the Borrower; provided that, time or both would constitute an Event of Default and in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be to which Xerox is a direct or indirect wholly owned Subsidiary of party, Xerox is the Borrower; provided further thatsurviving corporation and, in the case of any such merger or consolidation to which (A) the Borrower any Restricted Subsidiary or Subsidiary of XCC is a party, the Borrower shall be the surviving entity of such merger Restricted Subsidiary or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower XCC is the surviving corporation.

Mergers, Etc. Merge into Borrower will not, and will not permit any ------------ other Loan Party to, become a party to a merger or consolidate with consolidation, or purchase or otherwise acquire all or a substantial part of the business or Property of any Person or permit any all or a substantial part of the business or Property of a division or branch of a Person to merge into it (including by division or more than a majority interest in the Capital Stock of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do sowind-up, except thatdissolve, or liquidate itself; provided that as long as no -------- Default exists or would result therefrom and provided Borrower gives Administrative Agent and the Lenders prior written notice: (i) any A Subsidiary may wind-up, dissolve, or liquidate if (a) its Property is transferred to Borrower or a Wholly-Owned Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 and (Ab) the Borrower is a party, the Borrower shall be the surviving entity of Loan Party acquiring such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving Property complies with its obligations under Section 10.9 simultaneously with such merger or consolidation shall be a Guarantor;acquisitions; ------------ (ii) in connection with any acquisition permitted under Section 5.02(f), any Any Subsidiary of the Borrower may merge into or consolidate with Borrower (provided Borrower is the surviving entity) or with any other Wholly- Owned Subsidiary of Borrower (provided the Wholly-Owned Subsidiary is the surviving entity); (iii) Borrower or any Domestic Subsidiary of Borrower may acquire any Person or permit any other all or a substantial part of the business or Property of a Person to merge into (or consolidate with it; a division or branch thereof) provided that the Person surviving aggregate Purchase Price of all such merger acquisitions shall be a wholly owned Subsidiary not exceed Fifty Million Dollars ($50,000,000) in the aggregate from the Closing Date through the Termination Date and provided further that the cash consideration paid (as described in the definition of the Borrower and the provisions of Section 5.01(iPurchase Price) shall have been complied withnot exceed Twenty Five Million Dollars ($25,000,000) in the aggregate during such period; and (iiiiv) The Subsidiaries of Borrower described on Schedule 11.3 may be ------------- merged, wound up, dissolved or liquidated on the terms described in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationschedule.

Mergers, Etc. Merge None of the Borrower or its Subsidiaries may, directly or indirectly, (x) consolidate or merge with or into another Person (whether or consolidate with any Person not the Borrower or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under Subsidiary is the Delaware Limited Liability Company Actsurvivor), or permit any (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its Subsidiaries properties or assets in one or more related transactions to do soanother Person, except thatunless: (a) either (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other such Subsidiary of is the Borrower; provided that, in the case of any merger survivor or consolidation with another Subsidiary, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Borrower or consolidation shall be such Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a direct Person organized or indirect wholly owned Subsidiary existing under the laws of the Borrower; provided further thatUnited States, in any state of the case United States or the District of any such merger or consolidation Columbia (and, to which (A) the Borrower is a partyextent reasonably required by the Administrative Agent, the Borrower Administrative Agent shall be have received satisfactory results of all investigations conducted by the surviving entity of such merger or consolidationAdministrative Agent under applicable “know-your-customer” and anti-money laundering rules and regulations, and (B) a Guarantor (including but not restricted to the BorrowerUSA Patriot Act, with respect to such Person); (b) is a party, the Person formed by or surviving any such consolidation or merger (if other than the Borrower or consolidation shall be such Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Borrower or such Subsidiary under this Agreement pursuant to an agreement in a Guarantorform reasonably satisfactory to the Administrative Agent and the Majority Lenders; (iic) immediately after such transaction no Default or Event of Default exists; (d) in the case of a transaction involving the Borrower, immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four quarter period, the Borrower shall be in compliance with Section 9.01 (provided that solely with respect to this provision, reference to “December 31, 2018” will be replaced with “June 30, 2016”); and (e) the Borrower or such Subsidiary has delivered to the Administrative Agent an Officers’ Certificate stating that such consolidation, merger or disposition and such supplemental agreement (if any) comply with this Agreement. Notwithstanding the restrictions described in the foregoing clause (d), any Subsidiary may consolidate with, merge into or dispose of all or part of its properties and assets to the Borrower without complying with the preceding clause (d) in connection with any acquisition permitted under such consolidation, merger or disposition. Notwithstanding anything to contrary in this Section 5.02(f)9.11, the Borrower may reorganize as any Subsidiary other form of entity in accordance with the following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Borrower may merge into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or consolidate with resulting from such reorganization is an entity organized or existing under the laws of the United States, any other Person state thereof or permit any other Person to merge into the District of Columbia; (3) the entity so formed by or consolidate with it; provided that resulting from such reorganization assumes all the Person surviving such merger shall be a wholly owned Subsidiary obligations of the Borrower under this Agreement pursuant to agreements reasonably satisfactory to the Administrative Agent and the provisions Majority Lenders; (4) immediately after such reorganization no Default or Event of Section 5.01(i) shall have been complied withDefault exists; and (iii5) in connection with any sale such reorganization is not materially adverse to the Lenders (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Lenders solely because the successor or other disposition survivor of such reorganization (which takes a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the form meaning of merger rather than a sale of stock or assetsSection 1504(b) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower may merge into Code or consolidate with any other Person similar state or permit any other Person to merge into or consolidate with it; provided, however, that in the case of any such merger pursuant to the preceding clauses (ilocal law), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into 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 permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: that (i) any Subsidiary of the Borrower Guarantor may merge into or consolidate with the Borrower or into, or dispose of assets to, any other Subsidiary of the Borrower; provided thatGuarantor, (ii) any Subsidiary of the Guarantor may merge into or dispose of assets to the Guarantor and (iii) the Guarantor may merge with any other Person so long as the Borrower is the surviving corporation, provided, in each case, that (x) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and (y) (1) in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be to which both the Guarantor and the Borrower are parties, either the Guarantor or the Borrower is the surviving corporation and such surviving corporation is not a direct or indirect wholly owned Subsidiary of any other Person, (2) in the case of any such merger or consolidation to which the Guarantor (but not the Borrower; ) is a party, the Guarantor is the surviving corporation and is not a Subsidiary of any other Person, (3) in the case of any such merger or consolidation to which the Borrower (but not the Guarantor) is a party, the Borrower is the surviving corporation and (4) except as provided further thatin clause (1) above, in the case of any such merger or consolidation to which (A) any Subsidiary of the Borrower Guarantor is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) corporation is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly wholly-owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationGuarantor.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a GuarantorSubsidiary Guarantor or the Borrower; (ii) in connection with as part of any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower Borrower; and provided further that, in the provisions case of Section 5.01(i) any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall have been complied with; andbe a Subsidiary Guarantor; (iii) in connection with as part of any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) Transfer permitted under Section 5.02(e)(ii5.02(e), 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; (iv) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; providedprovided that such dissolution, howeverliquidation or winding up, that in as applicable, could not reasonably be expected to have a Material Adverse Effect; (v) the case of any such merger pursuant to Loan Parties may perform the preceding clauses Transactions as contemplated by the Transaction Documents; and (i)vi) Retail Factoring, (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationLLC may be dissolved.

Mergers, Etc. Merge (i) merge with or into or consolidate with or into any Person other Person, except the Guarantor may merge with or permit into or consolidate with or into any Person of its Subsidiaries, provided that immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default, (B) the Guarantor is the surviving corporation and (C) the Guarantor shall not be liable with respect to merge into any 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; or (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or ii) permit any of its Subsidiaries to do somerge with or into or consolidate with or into any other Person, except that: that any such Subsidiary may merge with or into any other Person, provided that immediately after giving effect thereto, (iA) any 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 an Unmatured Default or an Event of Default and (C) neither the Guarantor nor any of its Subsidiaries shall be liable with respect to any 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, the Borrower may merge into or consolidate the Guarantor with the Borrower or any other Subsidiary Guarantor as the survivor thereof so long as the Guarantor assumes all of the Borrower; provided thatObligations under the same terms as those existing under the Loan Documents. At Guarantor’s cost, in the case prior to consummation of any merger or consolidation with another Subsidiarysuch merger, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) Loan Parties shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant delivered to the preceding clauses (i), (ii) or (iii) Agent all assumption documents approved by the Agent to which the Borrower is a party, the Borrower is the surviving corporationevidence such assumption.

Mergers, Etc. Merge The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any other Person, or sell, 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 or permit (any Person to merge into it (including by division of any existing limited liability company pursuant to such transaction, a “plan of division” under the Delaware Limited Liability Company Actconsolidation”), or permit ; provided that (a) any of its Subsidiaries to do so, except that: Restricted Subsidiary may (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, participate in the case of any merger or a consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, (provided that the Borrower shall be the continuing or surviving entity of such merger or consolidationcorporation), and (B) any other Restricted Subsidiary (provided that if a Guarantor (but not the Borrower) is a partyparty to such transaction, the survivor is a Guarantor or becomes a party to the Guaranty Agreement as a Guarantor) or (C) subject to compliance with Section 9.14, any other Subsidiary or (ii) transfer all or substantially all of its assets to a Guarantor or a Person formed by or surviving such merger or consolidation shall be 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) in connection with the Borrower or such Restricted Subsidiary, as the case may be, is the surviving entity or the recipient of any acquisition such sale, lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower or any 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 sale is permitted under by Section 5.02(f9.12(d), ; and (d) any Subsidiary may liquidate or dissolve if (i) the continued existence and operation of such Subsidiary is no longer in 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 be a wholly owned Subsidiary best interests of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and its Subsidiaries taken as a whole (iii) in connection with any sale or other disposition (which takes the form of merger rather than as reasonably determined by a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary Responsible Officer 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 the case of any such merger pursuant to the preceding clauses (iBorrower), (ii) or such liquidation and dissolution is not disadvantageous in any material respect to the Lenders, and (iii) to which at the Borrower is a partytime thereof and immediately after giving effect thereto, the Borrower is the surviving corporationno Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom.

Mergers, Etc. Merge into or consolidate with or into or enter into any agreement to merge or consolidate with or into any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to do so, except that: (i) any a wholly-owned Subsidiary of the Borrower may merge into engage in a merger or consolidate consolidation with any one or more other wholly-owned Subsidiaries of the Borrower if the surviving corporation is a wholly-owned Subsidiary of the Borrower (A) that has executed the Guaranty and (B) all the stock of which is held by the Agent in pledge pursuant to the Collateral Documents; (ii) a non-wholly-owned Subsidiary of the Borrower may engage in a merger or consolidation with any one or more other Subsidiary non-wholly- owned Subsidiaries of the Borrower; provided that, in that the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be corporation is a direct or indirect wholly owned Subsidiary of the Borrower, (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, in the case of after giving effect to any such merger or consolidation to which consolidation, (A1) the Borrower is a partyshall, the Borrower shall be directly or indirectly, own an equity interest in the surviving entity of corporation substantially equivalent in aggregate value to its prior equity interests in the non-wholly-owned Subsidiaries party to such merger or consolidation, and (B2) a Guarantor (but not the Borrower) is a party, surviving corporation shall satisfy the Person formed by or surviving Retained Interest Criteria as if such merger or consolidation shall be had been a GuarantorRetained Interest Sale; (iiiii) in connection with any acquisition permitted under Section 5.02(f), any a wholly-owned Subsidiary of the Borrower may merge into engage in a merger or consolidate consolidation in connection with any other Person an acquisition permitted under Section 5.03(c)(xi) or permit any other Person to merge into or consolidate with it; provided that Section 5.03(c)(xii), but only if the Person surviving such merger shall be corporation is a wholly wholly-owned Subsidiary of the Borrower (A) that has executed the Guaranty and (B) all the provisions stock of Section 5.01(i) shall have been complied withwhich is held by the Agent in pledge pursuant to the Collateral Documents; and (iiiiv) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower may merge into engage in a merger or consolidate with any other Person or permit any other Person consolidation if the purpose and effect thereof is solely to merge into or consolidate with it; provided, however, that in the case of any such merger pursuant to the preceding clauses (iconsummate a transaction permitted under Section 5.03(b)(iv), (iiSection 5.03(b)(v) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationSection 5.03(b)(vi).

Mergers, Etc. Merge Other than as required to consummate the Merger Transactions, merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided , provided, that, in the case of any such merger or consolidation with another Subsidiaryconsolidation, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further , and provided, further, that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Subsidiary Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under subject to the conditions of Section 5.02(f5.02(f)(vii), any Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided , provided, that the Person surviving formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; andor BTI; (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; ; (iv) BTI may merge into or consolidate with any Subsidiary of BTI, the Borrower or any Subsidiary of the Borrower, provided, howeverthat the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (v) any Subsidiary of the Borrower may merge into or consolidate with the Borrower, BTI or any Subsidiary of BTI, provided, that in the case of any Person formed by such merger pursuant to or consolidation (other than the preceding clauses Borrower) shall be a Subsidiary Guarantor; (ivi) any Subsidiary of BTI may merge into or consolidate with BTI, the Borrower or any Subsidiary of the Borrower or BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (vii) any Person may merge into the Borrower, provided, that either (A)(1) the Parent and its Subsidiaries are in compliance with Sections 5.02(a), (iib) or and (iiif) to which on the Borrower is a partydate of such merger and after giving effect thereto, (2) the Borrower is consideration for such merger consists solely of Capital Stock of the surviving corporation.Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger,

Mergers, Etc. Merge into or (i) consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant be a party to a “plan of division” under the Delaware Limited Liability Company Act)merger with any other corporation, or permit (ii) sell, lease or otherwise dispose of all or any substantial part of the assets of the Borrower and its Subsidiaries to do soSubsidiaries, except provided, however that: (i1) any Subsidiary of the Borrower may merge into or consolidate with or into the Borrower or any other wholly-owned Subsidiary of the Borrower; provided that, so long as in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of involving the Borrower; provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity or continuing corporation; (2) the Borrower may consolidate or merge with any other corporation if (i) the Borrower shall be the surviving or continuing corporation, (ii) at the time of such consolidation or merger and after giving effect thereto no Default or consolidationEvent of Default shall have occurred and be continuing, and (Biii) after giving effect to such consolidation or merger the Borrower on a Guarantor consolidated basis is in full compliance with the covenants set forth in Section 8.2 below. (but not 3) any Subsidiary may sell, lease or otherwise dispose of all or any substantial part of its assets to the Borrower or any wholly-owned Subsidiary. (b) permit any Subsidiary to issue or sell any shares of stock of any class (including as "stock" for the purpose of this Section 7.3 any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into stock) of Borrower or such Subsidiary to any Person other than the Borrower, a Subsidiary or to the management-employees of Borrower or a Subsidiary, except for the purpose of qualifying directors, or except in satisfaction of the validly pre-existing preemptive rights of minority shareholders in connection with the simultaneous issuance of stock to the Borrower and/or a Subsidiary whereby the Borrower and/or such Subsidiary maintain their proportionate interest in such Subsidiary. (c) is sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (except to qualifying directors or other Subsidiaries or the management-employees of a partySubsidiary) or any Indebtedness of any Subsidiary, and will not permit any Subsidiary to sell, transfer or otherwise dispose of (except to the Person formed Borrower, a Subsidiary or the management-employees of a Subsidiary) any shares of stock or any Indebtedness of any other Subsidiary, without the consent of the Bank, which will not be unreasonably withheld or delayed unless: (1) simultaneously with such sale, transfer, or disposition, all shares of stock and all Indebtedness of such Subsidiary at the time owned by or surviving such merger or consolidation the Borrower and by every other Subsidiary shall be a Guarantorsold, transferred or disposed of as an entirety; (ii2) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary the Board of Directors of the Borrower may merge into shall have determined, as evidenced by a resolution thereof, that the retention of such stock and Indebtedness is no longer in the best interest of the Borrower; (3) such stock and Indebtedness is sold, transferred or consolidate with otherwise disposed of to a Person, for a cash consideration and on terms reasonably deemed by the Board of Directors to be adequate and satisfactory; (4) the Subsidiary being disposed of shall not have any continuing investment in the Borrower or any other Person Subsidiary not being simultaneously disposed of; and (5) such sale or permit any other Person to merge into or consolidate with it; provided that disposition does not involve a substantial part (as hereinafter defined) of the Person surviving such merger shall be a wholly owned Subsidiary assets of the Borrower and the provisions of its Subsidiaries. As used in this Section 5.01(i) shall have been complied with; and (iii) in connection with any sale 7.3 a sale, lease or other disposition (which takes of assets shall be deemed to be a "substantial part" of the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary assets of the Borrower may merge into and its Subsidiaries only (i) if the book value of such assets when added to the book value of all other assets sold, leased or consolidate with any otherwise disposed of by the Borrower and its Subsidiaries (other Person or permit any other Person to merge into or consolidate with it; provided, however, that than in the case ordinary course of any such merger pursuant to business) during the same fiscal year, exceeds 33 1/3% of the Consolidated Net Tangible Assets of the Borrower and its Subsidiaries determined as of the end of the immediately preceding clauses (i), fiscal year and (ii) the proceeds of such sale, lease or other disposition are not reinvested in the purchase of assets of comparable value. Sales or other realization on (iiii) to which delinquent receivables and (ii) land held for investment or disposal purposes as of the Borrower is a party, the Borrower is the surviving corporationdate of this Agreement shall not be included in any computation of sales or other dispositions hereunder.

Mergers, Etc. Merge into Neither Borrower nor any Subsidiary of Borrower shall directly or indirectly, by operation of law or otherwise, merge with, consolidate with with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with, any Person or permit form any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to do soSubsidiary, except that: that so long as no Default or Event of Default shall have occurred and 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 executed UCC-1 financing statements and such other documents and filings as may be necessary or 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 merge into form additional Domestic Subsidiaries if necessary to prudently manage or consolidate reduce state or local tax liabilities; provided that if assets with a value in excess of $25,000 are contributed to the capital of or otherwise transferred to such Subsidiary, it shall within ten (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 any other such distributor or which distributor is insolvent and is likely to sell those finished goods at distressed prices, and such Domestic Subsidiary of the Borrowermay acquire those finished goods; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 that (A) the Borrower is a party, aggregate net cash outlay made with respect to the Borrower shall be the surviving entity acquisitions of such merger finished goods shall not exceed $5,000,000, (B) neither Borrower nor any Subsidiary, including any Subsidiary formed in connection therewith, shall assume or consolidationincur any liability, express or implied, of such distributor, other than those unsecured liabilities (other than Indebtedness), if any, which directly relate to the finished goods Inventory being repurchased, and (BC) a Guarantor Borrower shall within ten (but not 10) days after the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; formation of that Domestic Subsidiary cause it to comply with provisions of clause (ii) above regarding newly formed Domestic Subsidiaries with assets in connection with any acquisition permitted under Section 5.02(f), any Subsidiary excess 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation$25,000.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or in the case of the Company permit any of its Principal Subsidiaries to do somerge or consolidate with any Person, except that: that (i) any Principal Subsidiary of the Borrower may merge into or consolidate with the Borrower (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 Borrower; provided that, in United States or a State thereof and unconditionally assumes by agreement all of the case performance obligations and payment Obligations of the Company under this Agreement and the Notes and (B) if any merger such Principal Subsidiary merges or consolidation consolidates with another (or liquidates into) any other Subsidiary, one or more Business Entities that are Subsidiaries are the Person formed by 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 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidationon an arm's length basis, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with the Company or any acquisition permitted under Section 5.02(f), any Principal Subsidiary of the Borrower may merge into or consolidate with any other Person Business Entity (that is, in addition to the Company or permit any other Person to merge into or consolidate with it; Subsidiary), provided that (A) if the Person 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 merger shall be other Business Entity, the surviving Business Entity is directly or indirectly a wholly wholly-owned Principal Subsidiary of the Borrower Company, (C) if either the Company or any Principal Subsidiary merges or consolidates with any such other Business Entity, after giving effect to such merger or consolidation no Event of Default or Default shall have occurred and be continuing and (D) if any Principal Subsidiary which is a party to any merger, consolidation or liquidation permitted by this paragraph (e) is a Borrowing Subsidiary, either (x) such Principal Subsidiary 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 such Borrowing Subsidiary under this Agreement and the provisions of Section 5.01(i) shall have been complied with; and Notes (iii) in connection with any sale or other disposition (which takes the form of merger rather than Borrowers and the Lenders agreeing that it is their intention that each Business Entity that is a sale of stock or assets) permitted Borrower be organized under Section 5.02(e)(ii), any Subsidiary the laws of the Borrower may merge into United States or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in the case of any such merger pursuant to the preceding clauses (ia State thereof), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into No Loan Party shall, nor shall it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Restricted Subsidiaries to, directly or indirectly, become a party to do soa merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or wind-up, dissolve, divide or liquidate, except that: (ia) any Restricted Subsidiary may merge or consolidate with Borrower so long as Borrower is the surviving entity; (b) any Restricted Subsidiary may 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 (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary that is both a Wholly-Owned Subsidiary and a Restricted Subsidiary; provided that if the transferor in such transaction is a Loan Party, then the transferee must be a Loan Party; and (d) any Wholly-Owned Subsidiary of the Borrower may merge with or into or consolidate the Person such Wholly-Owned Subsidiary was formed to acquire in connection with the Borrower or any other Subsidiary of the Borroweracquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 7.5(e)); provided that, that in the case of any merger or consolidation with another involving a Wholly-Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be (i) a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower Guarantor shall be the continuing or surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (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 connection with any acquisition permitted under Section 5.02(f), 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationtherewith.

Mergers, Etc. Merge into or consolidate with any Person or The Parent and the Borrower will not, and will not permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Restricted Subsidiary to, divide or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person Person, or permit any other Person to divide or merge into or consolidate with it, or Transfer (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 (a) any Restricted Subsidiary (other than the Person surviving such merger Borrower) may participate in a consolidation with the Borrower or the Parent (provided that the Borrower or the Parent shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale continuing or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (isurviving entity), (iib) 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, (iiic) to which the Borrower is or any Restricted Subsidiary may participate in a party, consolidation with another Restricted Subsidiary (provided that the Borrower is the continuing or surviving corporationentity if party to such consolidation) and (d) the 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 consolidation); provided that (i) if the Borrower is party to such consolidation, the 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 entity.

Mergers, Etc. Merge into (i) Consolidate with or consolidate be a party to a merger with any other Person or permit any Person to merge into it (including by division Significant Subsidiary of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries Borrower to do so, except or sell, lease or otherwise dispose of all or substantially all of its assets or permit any Significant Subsidiary of the Borrower to do so; provided that: A. any Significant Subsidiary may merge or consolidate with or into the Borrower or any Wholly‑owned Subsidiary so long as in (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of involving the Borrower; provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, continuing corporation and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(fmerger or consolidation involving a Wholly‑owned Significant Subsidiary (and not the Borrower), any the Wholly‑owned Significant Subsidiary of shall be the surviving or continuing corporation or limited liability company; B. the Borrower may consolidate or merge with or into or consolidate with any other Person if (i) the corporation or permit limited liability company which results from such consolidation or merger (the “Surviving Person”) is organized under the laws of any state of the United States or the District of Columbia or Canada or a Province of Canada, (ii) the due and punctual payment of principal of, or interest on, the outstanding Advances or any fees or other amounts payable to each Lender hereunder, and the due and punctual performance and observation of all of the covenants in this Agreement to be performed or observed by the Borrower are expressly assumed in writing by the Surviving Person and the Surviving Person shall furnish to merge into or consolidate with it; provided the Lenders and the Administrative Agent an opinion of counsel satisfactory to the Required Lenders to the effect that the Person surviving such merger shall be a wholly owned Subsidiary instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the Borrower Surviving Person enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the provisions enforcement of Section 5.01(i) shall have been complied with; and creditors’ rights generally and by general equitable principles, and (iii) at the time of such consolidation or merger and immediately after giving effect thereto, no Default or Event of Default would exist; C. the Borrower may sell or otherwise dispose of all or substantially all of its assets to any Person for consideration which represents the fair market value of such assets (as determined in connection with any good faith by the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower) at the time of such sale or other disposition if (which takes i) the form acquiring Person (the “Acquiring Person”) is a corporation or limited liability company organized under the laws of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary state of the Borrower may merge into United States or consolidate with any other Person the District of Columbia or permit any other Person to merge into Canada or consolidate with it; provided, however, that in the case a Province of any such merger pursuant to the preceding clauses (i)Canada, (ii) the due and punctual payment of principal of, or interest on, the outstanding Advances or any fees or other amounts payable to each Lender hereunder, and the due and punctual performance and observance of all of the covenants in this Agreement to be performed or observed by the Borrower are expressly assumed in writing by the Acquiring Person and the Acquiring Person shall furnish to the Lenders and the Administrative Agent an opinion of counsel satisfactory to the Required Lenders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Acquiring Person enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, and (iii) at the time of such sale or disposition and immediately after giving effect thereto, no Default or Event of Default would exist; and D. any such Surviving Person or Acquiring Person has long-term senior unsecured debt ratings issued (and confirmed after giving effect to which the Borrower is a partysuch merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, the Borrower is the surviving corporationrespectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively).

Mergers, Etc. Merge Enter into any merger or consolidate consolidation with any Person or permit any Person to merge into it (including by division acquire all or substantially all of the assets of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Subsidiaries assets (whether now owned or hereafter acquired) to do soany Person, except that: (a) URC and its Subsidiaries may acquire new restaurants (whether through the purchase of stock or assets), so long as no Default has occurred and continues to exist hereunder or would, after giving effect to such acquisition, occur; (b) URC and its Subsidiaries may engage in transactions permitted under Section 9.4 hereof; and (c) So long as no Default has occurred and continues to exist hereunder or would, after giving effect to such transaction, occur, (i) UFI, PUC and any Subsidiary of the Borrower Borrowers may consolidate with or merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly wholly-owned Subsidiary of the Borrower; provided further that, Borrowers so long as in any merger involving the case of any such merger or consolidation to which (A) the Borrower is a partyBorrowers, the Borrower Borrowers shall be the surviving entity of such merger or consolidationcorporations, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), the Borrowers and any Subsidiary of the Borrower Borrowers may merge into acquire all or consolidate with substantially all of the assets of any other Person Subsidiary of the Borrowers, (iii) UFI, PUC and any Subsidiary of the Borrowers may sell, assign, lease or permit otherwise dispose of all or substantially all of its assets to the Borrowers or any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly wholly-owned Subsidiary of the Borrower Borrowers, (iv) UFI, PUC, URC, UHC and any of their Subsidiaries may consolidate with or merge into any of UFI, PUC, URC, UHC and any other wholly-owned Subsidiary of such entities (v) UFI, PUC, URC, UHC and any of their wholly-owned Subsidiaries may acquire all or substantially all of the provisions assets of Section 5.01(iUFI, PUC, URC, UHC or any of their Subsidiaries, (vi) shall have been complied with; and UFI, PUC, URC, UHC and any of their Subsidiaries may sell, assign, lease or otherwise dispose of all or substantially all of its assets to UFI, PUC, URC, UHC and any of their wholly-owned Subsidiaries, and (iiivii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), URI and any Subsidiary of URI may acquire all or substantially all 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 assets of UHC upon the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.UHC Liquidation. 50

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into No Loan Party shall, nor shall it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act), or permit any of its Subsidiaries to, directly or indirectly, become a party to do soa merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or wind-up, dissolve, divide or liquidate, except that: (ia) any Subsidiary may merge or consolidate with Borrower so long as Borrower is the surviving entity; (b) any Subsidiary may merge or consolidate with another Subsidiary so long as if a Subsidiary that is a Guarantor is involved in such merger or consolidation, such Guarantor is the surviving entity; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary that is a Wholly-Owned Subsidiary; provided that if the transferor in such transaction is a Loan Party, then the transferee must be a Loan Party; (d) any Wholly-Owned Subsidiary of the Borrower may merge with or into or consolidate the Person such Wholly-Owned Subsidiary was formed to acquire in connection with the Borrower or any other Subsidiary of the Borroweracquisition permitted hereunder (including any Permitted Acquisition); provided that, that in the case of any merger or consolidation with another involving a Wholly-Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be (i) a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower Guarantor shall be the continuing or surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection simultaneously with any acquisition permitted under Section 5.02(f)such transaction, any Subsidiary of the Borrower may merge into continuing 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 entity shall be become a wholly owned Subsidiary of the Borrower Guarantor and the provisions of Section 5.01(i) Loan Parties shall have been complied with; and (iii) in connection comply with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.Section

Mergers, Etc. Merge into No Loan Party shall 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 the assets (whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Company may merge into or consolidate with the Borrower or into any other Subsidiary of the Borrower; Company or an entity that will substantially concurrently therewith become a Subsidiary of the Company (provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving if such merger or consolidation shall be involves a direct or indirect wholly owned Subsidiary of the Borrower; provided further thatLoan Party, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower 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 merger or consolidationassets, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantorit disposes of them to another Loan Party); (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Company may merge into or consolidate 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 or permit any other Person organized under the laws of the same country of organization as such Loan Party so long as (i) the surviving corporation expressly assumes the obligations of the relevant Loan Party hereunder and (ii) legal opinions in form and content reasonably satisfactory to merge into or consolidate with itthe Agent have been delivered to the Agent; provided that the Person surviving Company shall provide not less than five Business Days’ notice of any such merger, and if such merger shall be a wholly owned Subsidiary 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 Borrower Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the provisions 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 Section 5.01(i) shall have been complied withall 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 (iiiv) 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 connection with any sale respect of all other Reacquisition Sale and Leaseback Transactions entered into after the date hereof, do not exceed $300,000,000 (or other disposition (which takes the form of merger rather than a sale of stock its Equivalent in another currency or assets) permitted under Section 5.02(e)(iicurrencies), 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, howeverin each case, that in no Event of Default shall have occurred and be continuing at the case time of any such merger pursuant proposed transaction or would result therefrom; provided further that notwithstanding anything to the preceding clauses (icontrary in this Section 5.02(b), (iix) or the Palate Acquisition and (iiiy) to which the Borrower is a party, the Borrower is the surviving corporationNeptune Transactions shall be permitted.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Shared Collateral Loan Party may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; Shared Collateral Loan Party, provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, that (A) in the case of any such merger or consolidation to which (A) the Borrower USI is a party, the Borrower USI shall be the surviving entity survivor thereof, (B) in the case of any such merger or consolidationconsolidation to which USI is not a party, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of USI and (BC) in the case of any such merger or consolidation to which a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection any Foreign Subsidiary may merge into or consolidate with (A) any acquisition permitted under Section 5.02(f)other Foreign Subsidiary or (B) any Non-Shared Collateral Loan Party that was a Foreign Subsidiary prior to becoming a Non-Shared Collateral Loan Party, provided that the Person formed by such merger or consolidation shall be a Non-Shared Collateral Loan Party; (iii) any Subsidiary of the Borrower Non-Shared Collateral Loan Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; Non-Shared Collateral Loan Party, provided that the Person surviving formed by such merger or consolidation shall be a wholly owned Non-Shared Collateral Loan Party and a guarantor under a Non-Shared Guaranty; (iv) any Immaterial Subsidiary may liquidate all or substantially all of its assets or dissolve at any time, provided that the Borrower and the provisions assets of Section 5.01(i) such Immaterial Subsidiary shall have been complied withbe transferred to its direct parent upon such liquidation or dissolution; and (iiiv) in connection with addition to any sale merger or other disposition (which takes consolidation permitted by the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii)foregoing clauses, any Subsidiary of the Borrower USI may merge into or consolidate with any other Person in order to consummate any Asset Disposition permitted by Section 6.02(e)(iv) and consummated in accordance therewith and subject to the conditions set forth therein, provided that such merger or permit any other Person consolidation shall occur concurrently with such Asset Disposition and, as a result thereof, the Subsidiary of USI party to merge into such merger or consolidate with itconsolidation shall cease to be a Subsidiary of USI; provided, however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing other than, in the case of any such merger pursuant to the preceding clauses clause (iiv), (ii) or (iii) to which a Default that shall be and is fully cured by the Borrower is a party, related Asset Disposition and the Borrower is application of the surviving corporationNet Cash Proceeds thereof.

Mergers, Etc. Merge Neither the Borrower nor any of its Restricted Subsidiaries will merge into or with or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of their Property, taken as a whole, to any of its Subsidiaries to do soother Person, except that: (a) any Subsidiary may merge or consolidate with: (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries, provided that (A) when any Restricted Subsidiary is merging with any other Subsidiary, the continuing or surviving Person (unless such surviving Person is designated an Unrestricted Subsidiary hereunder) shall be a Restricted Subsidiary and (B) when any Guarantor is merging with any other Subsidiary, (1) the continuing or surviving Person shall be, or substantially concurrently therewith become, a Guarantor or (2) the transaction must be permitted as an Investment under Section 9.05; provided that in the event such Subsidiary merging into the Borrower and one or more other Subsidiaries is an Unrestricted Subsidiary, such Subsidiary must be able to be designated as a Restricted Subsidiary pursuant to the proviso of Section 8.16(c) at the time of such merger or consolidation. (i) any Restricted Subsidiary of may merge or consolidate with any other Person that is not the Borrower or a Subsidiary in a transaction in which such Restricted Subsidiary is the surviving or continuing Person in connection with an Investment permitted under Section 9.05; or (ii) the Borrower may merge into or consolidate with any other Person that is not a Subsidiary in a transaction in which the Borrower is the surviving or continuing Person in connection with an Investment permitted under Section 9.05; provided, that the Borrower may not, in any event, be organized in any jurisdiction other Subsidiary than the United States of America, any State thereof or the District of Columbia; or (iii) the Borrower may merge or consolidate with an Affiliate solely for the purpose of (A) reincorporating the Borrower in another jurisdiction; and/or (B) creating a holding company above it that is the direct parent of Borrower and which is organized in any State of the BorrowerUnited States of America or the District of Columbia; provided that, (1) concurrently with any such event, such holding company shall guarantee the Indebtedness and pledge its Equity Interests in the case of any merger or consolidation with another Subsidiary, Borrower; however such guarantee and pledge shall not be required if such actions are not permitted under the Person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary Second Lien Documents in respect of the BorrowerExisting Second Lien Facility or are subject to a consent from the lenders thereunder which cannot be obtained; provided further that, in the case of clause (A) and clause (B), the Borrower may not, in any event, be organized in or merge with a surviving Person that is organized in, any jurisdiction other than the United States of America, any State thereof or the District of Columbia ; or (iv) the Borrower may merge or consolidate with any other Person that is not a Subsidiary in a transaction where the Borrower is not the surviving or continuing Person in connection with an Investment permitted under Section 9.05 if (A) the surviving Person is organized in the United States of America, any State thereof or the District of Columbia (such surviving Person, the “Successor Borrower”), (B) the Successor 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, (C) no Borrowing Base Deficiency or Event of Default has occurred and is continuing at the date of such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity or would immediately result from such consummation of such merger or consolidation, (D) the Successor Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant after giving effect to such merger, amalgamation or consolidation, (E) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guaranty and Pledge Agreement confirmed that its guarantee thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (F) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, 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, (G) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, 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, (H) 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 Pledge Agreement and the perfection and priority of the Liens under the Security Documents, and (I) 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 (it being understood that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement). (c) any Restricted Subsidiary may Dispose of all or substantially all of its Property (upon voluntary liquidation or otherwise) to Holdings, the Borrower or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Restricted Subsidiary, then the transferee must either be the Borrower or another Restricted Subsidiary (unless such Disposition would otherwise be permitted as an Investment in an Unrestricted Subsidiary or is otherwise permitted under Section 9.05) and (ii) if the transferor is a Loan Party, then (A) the transferee must either be the Borrower or be a Subsidiary Guarantor or substantially concurrently with such Disposition become a Subsidiary Guarantor or (B) the Disposition must be permitted as an Investment under Section 9.05; (d) the Borrower and the Restricted Subsidiaries may Dispose of Property to any Person (other than a Subsidiary) that is permitted pursuant to Section 9.08; (e) any Restricted Subsidiary may liquidate or dissolve if (A) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (B) a Guarantor (but not to the Borrower) extent such Restricted Subsidiary is a partyLoan Party, the Person formed by any assets of such Restricted Subsidiary not otherwise transferred or surviving Disposed of in accordance with Section 9.05 or Section 9.08, such merger or consolidation assets shall be a Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of transferred to the Borrower may merge into or consolidate with any other Person a Subsidiary Guarantor after giving effect to such liquidation 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 5.01(i) shall have been complied withdissolution; and (iiif) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower and its Restricted Subsidiaries 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 consummate the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationTransactions.

Mergers, Etc. Merge into 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 permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent Guarantor (other than any Loan Party) may merge into or consolidate with the Borrower or into, or dispose of assets to, any other Subsidiary of the Borrower; provided that, in Parent Guarantor or the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Parent Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Parent Guarantor that is a Guarantor (excluding, for the avoidance of doubt, the Borrower) may merge into or 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 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 Parent Guarantor or the provisions of Section 5.01(i) shall have been complied with; and Parent Guarantor (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 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); (A) the Borrower may merge or consolidate with or into, or dispose of all or substantially all of its assets (whether now owed or hereafter acquired) to, the Parent Guarantor or any Subsidiary of the Parent Guarantor (a “Borrower Merger Transaction”) so long as (x) in the case of any such merger a Subsidiary of the Parent Guarantor (except as set forth in clause (z) immediately below), the Borrower is the surviving Person or transferee, (y) the Parent Guarantor is the surviving Person or transferee and shall assume, by agreement reasonably satisfactory in form and substance to the Administrative Agent, all of the rights and obligations of the Borrower 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 applicable law) Subsidiary of the preceding clauses 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 to the Administrative Agent, all of the rights and obligations of the Borrower under this Agreement and the other Loan Documents; provided, further, that in each case the Administrative Agent shall have received reasonably satisfactory reaffirmation from each Guarantor of its guarantee of the obligations of the Borrower or such successor entity or transferee hereunder to the extent reasonably requested and (B) the Parent Guarantor may merge or consolidate with the Borrower in a transaction permitted by subclause (A) of this Section 5.02(c)(iii); (iv) the Parent Guarantor may merge or consolidate with or into any other Person so long as (A) the Parent Guarantor is the surviving Person or (B) 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 Subsidiary of the Parent Guarantor (other than the Borrower) may merge or 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, another Person (other than the Parent Guarantor or any Subsidiary thereof) so long as (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, consolidation, conveyance, transfer, lease or other disposition; provided, in the cases of clause (i), (ii) or ), (iii), (iv) to which and (v) of this Section 5.02(c), that no Default shall have occurred and be continuing at the Borrower is a party, the Borrower is the surviving corporationtime of such proposed transaction or would result therefrom.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or in the case of the Company permit any of its Principal Subsidiaries to do somerge or consolidate with any Person, except that: that (i) any Principal Subsidiary of the Borrower may merge into or consolidate with the Borrower (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 Borrower; provided that, in United States or a State thereof and unconditionally assumes by agreement all of the case performance obligations and payment Obligations of the Company under this Agreement and the Notes and (B) if any merger such Principal Subsidiary merges or consolidation consolidates with another (or liquidates into) any other Subsidiary, one or more Business Entities that are Subsidiaries are the Person formed by 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 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 (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidationon an arm's length basis, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantor; (ii) in connection with the Company or any acquisition permitted under Section 5.02(f), any Principal Subsidiary of the Borrower may merge into or consolidate with any other Person Business Entity (that is, in addition to the Company or permit any other Person to merge into or consolidate with it; Subsidiary), provided that (A) if the Person Company merges or consolidates with any such 49 43 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 merger shall be other Business Entity, the surviving Business Entity is directly or indirectly a wholly wholly-owned Principal Subsidiary of the Borrower Company, (C) if either the Company or any Principal Subsidiary merges or consolidates with any such other Business Entity, after giving effect to such merger or consolidation no Event of Default or Default shall have occurred and be continuing and (D) if any Principal Subsidiary which is a party to any merger, consolidation or liquidation permitted by this paragraph (e) is a Borrowing Subsidiary, either (x) such Principal Subsidiary 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 such Borrowing Subsidiary under this Agreement and the provisions of Section 5.01(i) shall have been complied with; and Notes (iii) in connection with any sale or other disposition (which takes the form of merger rather than Borrowers and the Lenders agreeing that it is their intention that each Business Entity that is a sale of stock or assets) permitted Borrower be organized under Section 5.02(e)(ii), any Subsidiary the laws of the Borrower may merge into United States or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in the case of any such merger pursuant to the preceding clauses (ia State thereof), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge with or into or consolidate with or into any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Person, or permit any of its Subsidiaries to do so, except that: so unless (i) any Subsidiary 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 may merge into (or consolidate with the Borrower its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Subsidiary of the Borrower; provided thatLoan Document, and (iii) in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the such Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by such consolidation or surviving into which such merger or consolidation Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a Guarantor; party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (ii2) in connection with any acquisition permitted be organized under Section 5.02(f), any Subsidiary 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 any other or into (x) another Borrower or into a newly-formed Person into which one or permit any other more Borrowers are being merged or consolidated (which Person to merge into or consolidate with it; provided that the Person surviving such merger shall be will become a wholly Borrower hereunder and a wholly-owned Subsidiary of such 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 such 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 provisions other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of Section 5.01(ithe 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) shall have been complied with; and (iii) 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 any sale or other disposition such 73 753190870 transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (which takes the form of merger rather than a sale of stock or assets1) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporationabove.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)into, 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 its Subsidiaries to do soassets (whether now owned or hereafter acquired) to, except thatany Person, except: (i) (A) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (B) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 5.01(j) in connection therewith); (ii) (A) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Subsidiary and (B) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Domestic Subsidiary; (iii) any Subsidiary of the Borrower may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (A) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Subsidiary and (B) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Domestic Subsidiary; (v) any Subsidiary of the Borrower may merge with or into or consolidate with the Borrower or any other Subsidiary of the BorrowerPerson; provided that, that in the case of any merger involving a Wholly-Owned Subsidiary that is a Guarantor, (x) a Guarantor shall be the continuing or consolidation surviving entity; (y) simultaneously with another Subsidiarysuch transaction, the Person formed by continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 5.01(j) in connection therewith or (z) after giving effect to such merger or consolidation shall be merger, the surviving entity is not a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which (A) the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be no longer a Guarantor; (iivi) any merger, consolidation, transfer or disposition that is the direct result of the Cable One Spin-Off or the ▇▇▇▇▇▇ Sale; and (vii) any Guarantor may dispose of all or substantially all of its assets to any other Person that is not the Borrower or any other Guarantor; provided that at the time of such disposition, the Borrower is in connection pro forma compliance with any acquisition permitted under each of the financial covenants set forth in Section 5.02(f), any Subsidiary of 5.03 after giving effect to such disposition; provided that 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 be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), 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 in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, so long as the Borrower is the surviving corporationentity and provided further that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge with or into or consolidate with or into any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)other Person, or permit any of its Subsidiaries to do so, except that: so unless (i) any Subsidiary 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 may merge into (or consolidate with the Borrower its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Subsidiary of the Borrower; provided thatLoan Document, and (iii) in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) the such Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by such consolidation or surviving into which such merger or consolidation Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a Guarantor; party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (ii2) in connection with any acquisition permitted be organized under Section 5.02(f), any Subsidiary 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 any other or into (x) another Borrower or into a newly-formed Person into which one or permit any other more Borrowers are being merged or consolidated (which Person to merge into or consolidate with it; provided that the Person surviving such merger shall be will become a wholly 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 provisions other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of Section 5.01(ithe [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 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) shall have been complied with; and (iii) 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 any sale or other disposition such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (which takes the form of merger rather than a sale of stock or assets1) permitted under Section 5.02(e)(ii), 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 itabove; 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 case 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 merger pursuant Unregulated Subsidiary to the preceding clauses (iany Person that is not an Affiliate of any Borrower in a transaction permitted under Section 5.03(a), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into 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 property and assets (whether now owned or hereafter acquired) to, any Person or permit any Person to merge into it (including by division of any existing limited liability company pursuant to a “plan of division” under the Delaware Limited Liability Company Act)Person, or permit any of its Subsidiaries to do so, except that: (i) any 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 into 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 or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by or surviving 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 (A) so long as the Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation shall be a Guarantorcorporation; (iiiii) in connection with any acquisition permitted under subject to the requirements of Section 5.02(f5.01(h), any Subsidiary of the Borrower may merge into 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 or permit any other Person so long as the Borrower is the surviving corporation; and (v) subject to merge into or consolidate with it; provided (A) the requirements of Section 5.01(h), (B) a good faith determination by the Borrower that the Person surviving continued existence of such merger shall be a wholly owned 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 provisions covenants set forth in Section 5.03 on a pro forma basis as of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form last day of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii)the Measurement Period most recently ended, any Subsidiary of the Borrower may merge into or consolidate with any or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to one or more other Person or permit any other Person to merge into or consolidate with itPersons; providedprovided that, however, that in the case cases of any such merger pursuant to the preceding clauses subclauses (iiii), (iiiv) and (v) of this Section 5.02(c), no Default shall have occurred and be continuing at the time of such proposed transaction or (iii) to which the Borrower is shall occur as a party, the Borrower is the surviving corporationresult thereof.