Common use of Mergers, Etc Clause in Contracts

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no 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. The Obligors Parent will not, and will not permit any of the Restricted Subsidiaries other Credit Party to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related 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 (any such transaction, a “wind-up”)liquidate or dissolve; provided that (a) that, so long as no DefaultDefault then exists, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefromexist after giving effect thereto, and both before and after giving effect thereto, each Credit Party is in compliance with Section 8.14: (a) any Restricted Subsidiary of the Borrower Guarantor may participate in a consolidation with the Borrower in a transaction in which so long as the Borrower is the surviving entity Person or transferee and in which the Borrower remains a domestic entitytransferee, (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 consolidation with the Parent so long as the Parent is the surviving Person or transferee, (c) any Subsidiary Guarantor may participate in a consolidation with any Unrestricted Subsidiary so long as the Subsidiary Guarantor is the surviving Person or transferee, and (d) any Subsidiary Guarantor may participate in a consolidation with any other Subsidiary Guarantor; provided that, in the case of clause (cd), the surviving Subsidiary Guarantor or transferee (the “Surviving Subsidiary Guarantor”) so long as shall either be organized in (i) no Default, Event of Default the same jurisdiction as the Subsidiary Guarantor that is not the surviving Subsidiary Guarantor or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and transferee (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 “Non-Surviving 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 the same jurisdiction as the Surviving Subsidiary Guarantor if the Property of the entity subject Non-Surviving Subsidiary Guarantor has a de minimus value or derives substantially all of its value from the wind-up to jurisdiction in which the Borrower or another Restricted SubsidiarySurviving Subsidiary Guarantor is organized, and (iii) complies in all respects with all covenants and agreements in any state of the Loan Documents to provide United States of America or province of Canada, or (iv) such other jurisdiction as approved by 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 9.11Majority Lenders.

Mergers, Etc. The Obligors Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no 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 Credit Parties are in compliance with Section 8.138.14, 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) Obligors Credit Parties and their Restricted Subsidiaries may engage in Investments permitted by Section 9.05(l) and Dispositions permitted by Section 9.11.

Mergers, Etc. The Obligors Borrower will not, and will not permit any Subsidiary to become a party to a merger or consolidation, or to purchase or otherwise acquire all or a substantial part of the Restricted Subsidiaries to, merge into business or with assets of any Person or consolidate with any shares or other Personequity interest of any Person (whether or not certificated), 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”), dissolve, or liquidate itself; provided that that, (ai) so long as a domestic Subsidiary may wind-up, dissolve or liquidate if no DefaultDefault exists or would result therefrom and its assets are transferred to the Borrower or another domestic Significant Subsidiary; (ii) a foreign Subsidiary may wind-up, Event of dissolve or liquidate if no Default or Borrowing Base Deficiency has occurred and is continuing exists or would result therefrom, ; (iii) any Restricted Subsidiary of may merge with and into the Borrower may participate in a consolidation with the Borrower in a transaction in which if the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing exists or would result therefrom, ; (iv) any Subsidiary Guarantor may participate in a merger or consolidation merge with and into any other domestic Significant Subsidiary Guarantorif the domestic Significant Subsidiary is the surviving entity, (c) so long as (i) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing exists or would result therefrom and Section 8.10 is complied with; (iiv) after giving effect thereto, the Obligors are in compliance with Section 8.13, any Restricted foreign Subsidiary may sell, transfer, lease merge with any other foreign Subsidiary if no Default exists or otherwise dispose of its assets to would result therefrom; (vi) the Borrower or to a Subsidiary Guarantor, may make investments permitted under Section 9.5 hereof; (dvii) 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 a Subsidiary may make Permitted Acquisitions; (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, (eviii) any Restricted Subsidiary that is not a Guarantor Significant Subsidiary may participate in a merger or consolidation merge with and into any other Restricted Subsidiary; provided that Subsidiary if any Guarantor participates in such merger or consolidation, a Guarantor shall be the other Subsidiary is the surviving Personentity and no Default exists or would result therefrom; and (fix) Obligors and their Restricted Subsidiaries the Borrower or any Subsidiary may engage in Investments acquire assets as permitted by under Section 9.05(l) and Dispositions permitted by Section 9.119.7.

Mergers, Etc. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries other Loan Party to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose Dispose of (whether in one transaction or in a series of related 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 (any such transactionliquidate or dissolve; provided, a “wind-up”); provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefromthen continuing, (a) any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which (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 surviving entity or transferee survivor, such Person shall become a Guarantor substantially concurrently with the consummation of such consolidation) and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default any Person may merge into the Borrower or Borrowing Base Deficiency has occurred and is continuing any Guarantor in connection with a Permitted Equity Acquisition or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as Investment permitted hereunder; provided that (i) no Defaultif such merger involves the Borrower, Event of Default or Borrowing Base Deficiency has occurred and is the Borrower shall be the continuing or would result therefrom surviving Person 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 consolidationinvolves a Guarantor, a Guarantor shall be the continuing or surviving Person; and (f) Obligors and their Restricted Subsidiaries may engage . Notwithstanding anything to the contrary contained herein, the restrictions contained in Investments permitted by this Section 9.05(l) and Dispositions permitted by Section 9.119.11 shall not apply to the merger of a newly formed wholly-owned Subsidiary of the Borrower with Xxxxxxx Holdings, with Xxxxxxx Holdings surviving such merger as a wholly-owned Subsidiary of the Borrower, in accordance with the terms of the Xxxxxxx Merger Agreement.

Mergers, Etc. The Obligors Neither the Borrower (nor following the Parent MLP IPO, the Parent MLP) nor any Restricted Subsidiary will not, and will not permit any of the Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its Property or assets 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 (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 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, Default or Event of Default or Borrowing Base Deficiency has occurred and is continuing then exists or would result therefrom, any Restricted Subsidiary of result; (c) the Borrower (or following the Parent MLP IPO, the Parent MLP) may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) Person so long as (i) no Default, Default or Event of Default or Borrowing Base Deficiency has occurred and is continuing then exists or would result therefrom and (ii) after giving effect theretothe Borrower (and following the Parent MLP IPO, the Obligors are in compliance with Section 8.13, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to Parent MLP) is the Borrower or to a Subsidiary Guarantor, surviving Person (d) any Restricted Subsidiary may wind-up if the Borrower determines in good faith provided 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 consolidationbetween the Borrower and the Parent MLP, a Guarantor shall be the Borrower is the surviving Person); and (fd) Obligors 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 their Restricted Subsidiaries may engage in Investments permitted by Section 9.05(l) and Dispositions permitted by Section 9.11Gas Properties or assets pledged as collateral for the Indebtedness.

Mergers, Etc. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of the Property of the Borrower and its Property Restricted Subsidiaries taken as a whole 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 (any such transactionliquidate or dissolve, a “wind-up”); provided that (a) so long as except that, if at the time thereof and immediately after giving effect thereto no Default, Default or Event of Default or Borrowing Base Deficiency has shall have occurred 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; provided that, (x) if the Borrower is continuing a constituent party to any such merger or would result therefromconsolidation, the Borrower shall be the surviving corporation and (y) no Change in Control results, (ii) any Restricted Subsidiary of the Borrower may participate in a consolidation merge with or into any other Restricted Subsidiary of the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityBorrower, (biii) 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 Guarantoranother Restricted Subsidiary, (div) 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 more Restricted Subsidiaries at such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a disposition permitted by Section 9.11(f) and (v) any Restricted Subsidiary may wind-up liquidate or dissolve if the Borrower determines in good faith that such wind-up liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (i) with respect to Lenders; provided that any Subsidiary Guarantor, provides written notice to the Administrative Agent not less than five (5) days (such merger 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 Division involving a Person that is not a Guarantor may participate in a merger or consolidation with any other Restricted Subsidiary; provided that if any Guarantor participates in Wholly-Owned Subsidiary immediately prior to such merger or consolidation, a Guarantor Division shall not be the surviving Person; and (f) Obligors and their Restricted Subsidiaries may engage in Investments permitted unless also permitted by Section 9.05(l) and Dispositions permitted by Section 9.119.05.

Mergers, Etc. The Obligors will not, and will not permit None of the Borrower or any of the Restricted its Consolidated Subsidiaries to, will merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with itliquidate, 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 or assets (whether now owned or hereafter acquired) to or in favor of any other Person (any such transactionPerson, a “consolidation”) or liquidateexcept, wind-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”); provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing exists or would result therefrom, (i) any Restricted Consolidated Subsidiary of may merge with (a) the Borrower, provided, that the Borrower may participate in a consolidation with shall be the Borrower in a transaction in which the Borrower is the continuing or surviving entity Person, or transferee and in which the Borrower remains a domestic entity, (b) so long as no Defaultany one or more other Consolidated Subsidiaries, Event of Default or Borrowing Base Deficiency has occurred and provided, that if a wholly-owned Consolidated Subsidiary is merging with another Consolidated Subsidiary, a wholly-owned Consolidated Subsidiary shall be the continuing or would result therefromsurviving Person, 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 Consolidated Subsidiary may sell, transfer, lease dispose of all or otherwise dispose 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 Anadarko JV) to the Borrower or to another Consolidated Subsidiary; provided, that if the transferor in such a Subsidiary transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor, (diii) in connection with any Restricted acquisition permitted under Section 9.03(i), the Borrower or any Consolidated Subsidiary may wind-up if 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 determines in good faith that such wind-up is in the best interests or a wholly owned Consolidated Subsidiary of the Borrower and (ii) in the case of any such merger to which any Obligor is not materially disadvantageous a party, such Obligor is the surviving Person 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 Lenders Administrative Agent; (iv) 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 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 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) with respect to any Subsidiary Guarantorif the Borrower is a party thereto, provides written notice to the Administrative Agent not less than five (5) days (Borrower shall be the continuing or less, as the Administrative Agent may agree in its sole discretion) prior to such wind-up, surviving Person and (ii) distributes all Property the Borrower shall be organized under the laws of the entity subject United States, any state thereof or the District 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 9.11Columbia.

Mergers, Etc. The Obligors Parent and the Borrower will not, and will not permit any of the other Restricted Subsidiaries Subsidiary to, divide or merge into or with or consolidate with any other Person, or permit any other Person to divide or merge into or consolidate with it, or sell, lease or otherwise dispose of Transfer (whether in one transaction or in a series of related 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 (any such transaction, a “wind-up”)liquidate or dissolve; provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of (other than the Borrower Borrower) may participate in a consolidation with the Borrower or the Parent (provided that the Borrower or the Parent shall be the continuing or surviving entity), (b) 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 transaction Subsidiary that directly or indirectly owns any Proved Oil and Gas Property or commodity Swap Agreements may participate in which a liquidation, (c) the Borrower or any Restricted Subsidiary may participate in a consolidation with another Restricted Subsidiary (provided that the Borrower is the continuing or surviving entity or transferee and in which if party to such consolidation), (d) 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 Restricted Subsidiary Guarantor may participate in a merger or consolidation with any other another Person that was first designated a Restricted Subsidiary Guarantor, (cand which designation constituted an “Investment” and was permitted by Section 9.05) so long as at the time of such consolidation; provided that (i) no Defaultif the Borrower is party to such consolidation, Event of Default or Borrowing Base Deficiency has occurred and is the Borrower must be the continuing or would result therefrom surviving entity and (ii) after giving effect thereto, the Obligors are in compliance with Section 8.13, any if a Restricted Subsidiary may sellis party to such consolidation, transfer, lease or otherwise dispose of its assets to the Borrower or to a Subsidiary Guarantor, (d) any such Restricted Subsidiary may wind-up if must be 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 (continuing 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 Subsidiarysurviving entity, 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 the Borrower may participate consummate the Colgate Merger in a merger or consolidation accordance 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 9.11Colgate Merger Agreement on the Colgate Merger Effective Date.

Mergers, Etc. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related 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 (any such transaction, a “wind-up”)business; provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing continuing, or would result therefromafter giving effect thereto, (a) any Restricted Wholly-Owned Subsidiary of the Borrower may participate in a consolidation merge or consolidate with any other Wholly-Owned Subsidiary of the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityBorrower, (b) so long as no Defaultprovided, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, that if any Subsidiary Guarantor may participate in a such merger or consolidation with any other involves (x) a Wholly-Owned Subsidiary Guarantor, (c) so long as (i) no Default, Event of Default or Borrowing Base Deficiency has occurred that is a Guarantor 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 windanother Wholly-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 Owned Subsidiary that is not a Guarantor may participate in a merger or consolidation with any other Restricted Subsidiary; provided Guarantor, the Wholly-Owned Subsidiary that if any Guarantor participates in such merger or consolidation, is a Guarantor shall be the surviving Person; Person or (y) a Wholly-Owned Subsidiary that is a Non-Logistics Subsidiary Guarantor and another Wholly-Owned Subsidiary that is not a Non-Logistics Subsidiary Guarantor, the Wholly-Owned Subsidiary that is a Non-Logistics Subsidiary Guarantor shall be the surviving Person , (b) the Borrower may merge or consolidate with any Wholly-Owned Subsidiary of the Borrower so long as the Borrower is the surviving Person and (fc) Obligors and their Restricted Subsidiaries subject to the limitations in clause (a) above, any Wholly-Owned Subsidiary of the Borrower may engage merge into the Person such Wholly-Owned Subsidiary was formed to acquire in Investments permitted by Section 9.05(l) and Dispositions permitted by Section 9.11connection with a Permitted Acquisition.

Mergers, Etc. The Obligors will notAGCO shall not merge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of the its Restricted Subsidiaries toto do so, except that, so long as no Default then exists hereunder or would be caused thereby and the Administrative Agent receives written notice of any such merger at least thirty (30) days (or such shorter period as may be acceptable to the Administrative Agent) prior to the effectiveness thereof if such merger involves a Loan Party: (a) any Restricted Subsidiary (other than AGCO Acceptance Corporation) of AGCO may merge into or with or consolidate with any other Person, Restricted Subsidiary (other than or permit AGCO Acceptance Corporation) of AGCO or any other Person to merge into consummate an Investment permitted by Section 7.8 or consolidate with it7.9, but only if (i) the Person surviving such merger, or sellthe Person formed by such consolidation, lease or otherwise dispose of (whether in one transaction or in shall be 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no 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-upAGCO, (ii) distributes all Property if a Loan Party is a party to such merger or consolidation and (x) the surviving corporation of any such merger is not a Loan Party, or (y) is a party to any such consolidation, the entity subject of surviving corporation or Person formed by such consolidation, as the wind-up case may be, shall assume, in a manner reasonably satisfactory to the Borrower or another Restricted SubsidiaryRequired Lenders, the obligations of such Loan Party under the Loan Documents to which such Loan Party was a party, and (iii) complies in all respects with all covenants and agreements in if the Loan Documents to provide surviving Person of such merger is a Material Subsidiary, the Administrative Agent with perfected first-priority liens receives the documents required to be delivered pursuant to Section 5.15 hereof; (subject to Excepted Liens) on all Property so distributed, (eb) any of AGCO's Restricted Subsidiaries (other than Xxxxxx Xxxxxxxx Corp. or a Foreign Subsidiary) may merge into AGCO so long as AGCO is the surviving corporation; (c) any Subsidiary that is not a Guarantor Restricted Subsidiary may participate in a merger or consolidation with merge into any other Subsidiary that is not a Restricted Subsidiary; provided that if any Guarantor participates in such merger or consolidation, a Guarantor shall be the surviving Person; and (fd) Obligors Subsidiaries of AGCO may merge with Subsidiaries of Target on the Initial Funding Date in connection with the Acquisition, as set forth on Schedule 7.6. AGCO shall not, and their shall not permit any Restricted Subsidiaries Subsidiary to (other than a Dormant Subsidiary), liquidate or dissolve itself or otherwise wind up its business, except any Restricted Subsidiary (other than Xxxxxx Xxxxxxxx Corp.) may engage liquidate or dissolve if all of its assets are transferred to AGCO or another Restricted Subsidiary in Investments permitted by compliance with Section 9.05(l7.7(e) and Dispositions permitted by Section 9.11hereof (provided the Administrative Agent receives thirty (30) days' prior written notice if such Restricted Subsidiary is a Loan Party).

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in 744221928 which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors Parent will not, and will not permit any of the Restricted Subsidiaries other Credit Party to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related 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 (any such transaction, a “wind-up”)liquidate or dissolve; provided that (a) that, so long as no DefaultDefault then exists, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefromexist after giving effect thereto, and both before and after giving effect thereto, each Credit Party is in compliance with Section 8.14: (a) any Restricted Subsidiary of the Borrower Guarantor may participate in a consolidation with the Borrower in a transaction in which so long as the Borrower is the surviving entity Person or transferee and in which the Borrower remains a domestic entitytransferee, (b) any Subsidiary Guarantor may participate in a consolidation with the Parent so long as no Defaultthe Parent is the surviving Person or transferee, Event (c) the Parent shall be in Pro Forma Compliance and subject to the other provisions of Default or Borrowing Base Deficiency has occurred this Agreement, including Sections 9.02(j) and is continuing or would result therefrom9.03(e), any Subsidiary Guarantor may participate in a merger consolidation with any Unrestricted Subsidiary so long as the Subsidiary Guarantor is the surviving Person or transferee, (d) any Subsidiary Guarantor may participate in a consolidation with any other Subsidiary Guarantor; provided that, in the case of clause (d), the surviving Subsidiary Guarantor or transferee (the “Surviving Subsidiary Guarantor”) shall either be organized in (i) the same jurisdiction as the Subsidiary Guarantor that is not the surviving Subsidiary Guarantor or transferee (the “Non-Surviving Subsidiary Guarantor”), (cii) 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) any state of the United States of America or province of Canada, or (iv) such other jurisdiction as approved by the Majority Lenders, and (e) on or before June 30, 2016, Gran Tierra International Inc., a company incorporated under the laws of the Cayman Islands, may participate in a consolidation with the Borrower (i) so long as (i) no Default, Event of Default or Borrowing Base Deficiency has occurred and the Borrower is continuing or would result therefrom the surviving Person and (ii) after giving effect theretoto such consolidation, the Obligors are Borrower is 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. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of the Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which the Borrower is a party, the Person formed by such consolidation or into which the Borrower shall be merged shall 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. Without limiting the foregoing, (A) the Borrower may merge with or into or consolidate with itor 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), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) the Borrower may transfer all or substantially all of its Property assets and liabilities to any other 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 (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolutionwhich Person will become the Borrower hereunder), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business 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, (any 2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transaction, a “wind-up”); provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefromtransactions, any Restricted Subsidiary lower than the Reference Ratings of the Borrower may participate in a consolidation with immediately prior to the consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower in a transaction in which the Borrower is the surviving entity or transferee are at least BBB- and in which the Borrower remains a domestic entityBaa3, (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 (ii3) 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 parties 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 transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-upparties relating to such transactions and the assumption agreement described in clause (1) above. For the avoidance of doubt, nothing in this Section 5.03(c) shall restrict any (i) merger or consolidation of FES, AESC or any of their respective Subsidiaries with or into any Person or (ii) distributes transfer of all Property or substantially all of the entity subject assets and liabilities of the wind-up FES, AESC or any of their respective Subsidiaries to any Person, in each case, to the Borrower extent such merger, consolidation or another Restricted Subsidiary, and (iii) complies in all respects with all covenants and agreements in transfer is permitted under 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 9.11FES/AESC Credit Agreement.

Mergers, Etc. The Obligors Neither Parent, any Borrower nor any other Credit Party will not, and will not permit any of the Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with any other Borrower; provided further that any Borrower or other Credit Party may dispose of all or substantially all of its Property to the Borrower extent permitted by Section 9.12; provided further that any Restricted Subsidiary may participate in a transaction in which consolidation with a Borrower (provided that a Borrower shall be the Borrower continuing or surviving Person) or any other Restricted Subsidiary that is a Domestic Subsidiary (provided that if one of such parties to the consolidation is a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving entity Person) and if one of such Restricted Subsidiaries is a Wholly-Owned Subsidiary, then the continuing or transferee and in which the Borrower remains surviving Person shall be a domestic entityWholly-Owned Subsidiary; provided further that, (b) so long as no Default, Default or Event of Default or Borrowing Base Deficiency has occurred and is continuing then exists or would otherwise result therefrom, any Subsidiary Guarantor Borrower may participate merge with another Person if such Borrower is the continuing or surviving Person in such merger; provided further that, so long as no Default or Event of Default then exists or would otherwise result therefrom, Parent may merge with another Person if Parent is the continuing or surviving Person in such merger. For the purposes of this Section, a Person shall be deemed to be the continuing or surviving Person following a merger or consolidation only if (a) such Person is designated as the continuing or surviving Person on any applicable certificates evidencing such consolidation or merger that are filed with any other Subsidiary Guarantor, Governmental Authority and (cb) so long as (i) no Default, Event of Default or Borrowing Base Deficiency has occurred and such Person is considered to be the continuing or would result therefrom and (ii) after giving effect theretosurviving Person for all other purposes including, the Obligors are in compliance with Section 8.13without limitation, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose for purposes 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 9.11GAAP.”

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited 73 753191373 liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of the Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which 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 it, or sell, lease into a newly-formed Person into which the Borrower is being merged or otherwise dispose consolidated (which Person will become the Borrower hereunder and a wholly-owned Subsidiary of the Borrower) and (whether in one transaction or in a series of related transactionsB) the Borrower may transfer all or substantially all of its Property assets and liabilities to any other a newly-formed Person to which all or substantially all of the assets and liabilities of the Borrower is being transferred (any such transaction, which Person will become the Borrower hereunder and a “consolidation”) or liquidate, windwholly-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”); provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted owned Subsidiary of the Borrower may participate Borrower), in a consolidation with each case of clauses (A) and (B), if (1) the surviving Person, 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 a transaction in which form and substance reasonably satisfactory to the Borrower is Administrative Agent, (2) the Reference Ratings of the surviving entity or transferee and in which the resulting Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to lower than 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 Reference Ratings of the Borrower and is not materially disadvantageous immediately prior to the Lenders consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will notAGCO shall not merge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of the its Restricted Subsidiaries toto do so, except that, so long as no Default then exists hereunder or would be caused thereby and the Administrative Agent receives written notice of any such merger at least 30 days (or such shorter period as may be acceptable to the Administrative Agent) prior to the effectiveness thereof if such merger involves a Loan Party: (a) any Restricted Subsidiary (other than a Senior Note Guarantor or AGCO Acceptance Corporation) of AGCO may merge into or with or consolidate with any other Person, Restricted Subsidiary (other than a Senior Note Guarantor or permit AGCO Acceptance Corporation) of AGCO or any other Person to merge into consummate an Investment permitted by Section 7.8 or consolidate with it7.9, but only if (i) the Person surviving such merger, or sellthe Person formed by such consolidation, lease or otherwise dispose of (whether in one transaction or in shall be 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no 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-upAGCO, (ii) distributes all Property if a Loan Party is a party to such merger or consolidation and (x) the surviving corporation of any such merger is not a Loan Party, or (y) is a party to any such consolidation, the entity subject of surviving corporation or Person formed by such consolidation, as the wind-up case may be, shall assume, in a manner reasonably satisfactory to the Borrower or another Restricted SubsidiaryRequired Lenders, the obligations of such Loan Party under the Loan Documents to which such Loan Party was a party, and (iii) complies in all respects with all covenants and agreements in if the Loan Documents to provide surviving Person of such merger is a Material Subsidiary, the Administrative Agent with perfected first-priority liens receives the documents required to be delivered pursuant to Section 5.15 hereof; (subject to Excepted Liens) on all Property so distributed, (eb) any of AGCO's Restricted Subsidiaries (other than Massxx Xxxgxxxx Xxxp. or a Foreign Subsidiary) may merge into AGCO so long as AGCO is the surviving corporation; (c) any Subsidiary that is not a Guarantor Restricted Subsidiary may participate in a merger or consolidation with merge into any other Subsidiary that is not a Restricted Subsidiary; provided that if (d) any Senior Note Guarantor participates may merge into any other Senior Note Guarantor; and (e) US Subsidiary may merge with Target on (or prior to) the Agreement Date in such merger or consolidationconnection with the Merger; provided, a Guarantor however, US Subsidiary shall be the surviving Person; survivor of such Merger and have changed its name to "Ag-Chem Equipment Co., Inc". AGCO shall not, and shall not permit any Restricted Subsidiary to (fother than a Dormant Subsidiary), liquidate or dissolve itself or otherwise wind up its business, except any Restricted Subsidiary (other than Massxx Xxxgxxxx Xxxp.) Obligors and their may liquidate or dissolve if all of its assets are transferred to AGCO or another Restricted Subsidiaries may engage Subsidiary in Investments permitted by compliance with Section 9.05(l7.7(f) and Dispositions permitted by Section 9.11hereof (provided the Administrative Agent receives 30 days' prior written notice if such Restricted Subsidiary is a Loan Party).

Mergers, Etc. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries to, other Group Member to merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its Property to any other Person 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 (any such transactionliquidate or dissolve, a “wind-up”); provided except that (a) any Loan Party may consolidate with or into the Borrower (provided the Borrower shall be the continuing or surviving entity), (b) any Restricted Subsidiary may consolidate with any other Restricted Subsidiary of the Borrower (provided if a Loan Party is involved, such Loan Party shall be the continuing or surviving entity), (c) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would occur as a result therefromof such consolidation, the Borrower or any Restricted Subsidiary may merge or consolidate with any other Person in connection with an acquisition permitted pursuant to Section 9.05 (provided that the Person surviving the consolidation shall be the Borrower in the event the Borrower participates in such consolidation, or otherwise a Restricted Subsidiary of the Borrower that complies with Section 8.14 and Section 9.06 to the extent applicable), (d) any Unrestricted Subsidiary may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityany Restricted Subsidiary (provided that, (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 Defaultif the Borrower participates in the consolidation, Event of Default or Borrowing Base Deficiency has occurred the Borrower shall be the surviving entity, and is otherwise, such Restricted Subsidiary shall be the continuing or would result therefrom surviving entity and (ii) immediately after giving effect theretoto such consolidation, the Obligors are in compliance with Section 8.13, any conditions to redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Subsidiary Guarantor, (dset forth in Section 8.18(c) 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 distributedare satisfied), (e) any Restricted Subsidiary that is not may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Guarantor may participate in a merger or consolidation with any other Restricted Subsidiary; provided that if any Guarantor participates in such merger or consolidationSubsidiary of the Borrower, a Guarantor shall be the surviving Person; and (f) Obligors the Borrower and their each other Restricted Subsidiaries Subsidiary may engage in Investments Dispose of assets as permitted by Section 9.05(l) and Dispositions permitted by Section 9.11.9.11 90 007870-0083-15888-Active.27383864

Mergers, Etc. The Obligors Parent will not, and will not permit any of the Restricted Subsidiaries other Credit Party to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related 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 (any such transaction, a “wind-up”)liquidate or dissolve; provided that (a) that, so long as no DefaultDefault then exists, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefromexist after giving effect thereto, and both before and after giving effect thereto, each Credit Party is in compliance with Section 8.14: (a) any Restricted Subsidiary of the Borrower Guarantor may participate in a consolidation with the Borrower in a transaction in which so long as the Borrower is the surviving entity Person or transferee and in which the Borrower remains a domestic entitytransferee, (b) any Subsidiary Guarantor may participate in a consolidation with the Parent so long as no Defaultthe Parent is the surviving Person or transferee, Event (c) the Parent shall be in Pro Forma Compliance and subject to the other provisions of Default or Borrowing Base Deficiency has occurred this Agreement, including Sections 9.02(j) and is continuing or would result therefrom9.03(e), any Subsidiary Guarantor may participate in a merger consolidation with any Unrestricted Subsidiary so long as the Subsidiary Guarantor is the surviving Person or transferee, and (d) any Subsidiary Guarantor may participate in a consolidation with any other Subsidiary Guarantor; provided that, in the case of clause (cd), the surviving Subsidiary Guarantor or transferee (the “Surviving Subsidiary Guarantor”) so long as shall either be organized in (i) no Default, Event of Default the same jurisdiction as the Subsidiary Guarantor that is not the surviving Subsidiary Guarantor or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and transferee (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 “Non-Surviving 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 the same jurisdiction as the Surviving Subsidiary Guarantor if the Property of the entity subject Non-Surviving Subsidiary Guarantor has a de minimus value or derives substantially all of its value from the wind-up to jurisdiction in which the Borrower or another Restricted SubsidiarySurviving Subsidiary Guarantor is organized, and (iii) complies in all respects with all covenants and agreements in any state of the Loan Documents to provide United States of America or province of Canada, or (iv) such other jurisdiction as approved by 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 9.11Majority Lenders.

Mergers, Etc. The Obligors will notMerge or consolidate with any Person, and will not or in the case of the Company permit any of its Principal Subsidiaries to merge or consolidate with any Person, except that (i) any Principal Subsidiary may merge or consolidate with (or liquidate into) any other Subsidiary (other than a Project Financing Subsidiary, unless the Restricted successor Business Entity is not treated as a Project Financing Subsidiary under this Agreement) or may merge or consolidate with (or liquidate into) the Company, provided that (A) if such Principal Subsidiary merges or consolidates with (or liquidates into) the Company, either (x) the Company shall be the continuing or surviving Business Entity or (y) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by agreement all of the performance obligations and payment Obligations of the Company under this Agreement and the Notes and (B) if any such Principal Subsidiary merges or consolidates with (or liquidates into) any other Subsidiary, one or more Business Entities that are Subsidiaries toare the continuing or surviving Business Entity (ies) and, if either such Subsidiary is not directly or indirectly wholly-owned by the Company, such merger or consolidation is on an arm's length basis, and (ii) the Company or any Principal Subsidiary may merge into or with or consolidate with any other PersonBusiness Entity (that is, in addition to the Company 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 dissolutionSubsidiary), terminate or discontinue its business (any such transaction, a “wind-up”); provided that (aA) so long as if the Company merges or consolidates with any such other Business Entity, either (x) the Company is the continuing or surviving Business Entity or (y) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by agreement all of the performance obligations and payment Obligations of the Company under this Agreement and the Notes, (B) if any Principal Subsidiary merges or consolidates with any such other Business Entity, the surviving Business Entity is directly or indirectly a wholly-owned Principal Subsidiary of the Company, (C) if either the Company or any Principal Subsidiary merges or consolidates with any such other Business Entity, after giving effect to such merger or consolidation no Default, Event of Default or Borrowing Base Deficiency has Default shall have occurred and is be continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (iiD) after giving effect thereto, the Obligors are in compliance with Section 8.13, if any Restricted Principal Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to which is 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 party to any Subsidiary Guarantormerger, provides written notice to the Administrative Agent not less than five (5) days (consolidation 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, liquidation permitted by this paragraph (e) any Restricted is a Borrowing Subsidiary, either (x) such Principal 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 continuing or surviving Person; 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 Notes (f) Obligors the Borrowers and the Lenders agreeing that it is their Restricted Subsidiaries may engage in Investments permitted by Section 9.05(l) and Dispositions permitted by Section 9.11intention that each Business Entity that is a Borrower be organized under the laws of the United States or a State thereof).

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such 73 753190870 transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. 744222473 Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in 744224750 which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FET) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of FET), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted 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 correspond to Pricing Level 1, 2, 3 or 4, and (3) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary may sell, transfer, lease merge with or otherwise dispose 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 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 an Unregulated 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. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are 753191124 being merged or consolidated (which Person will become a 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), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of the Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which 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 it, or sell, lease into a newly-formed Person into which the Borrower is being merged or otherwise dispose consolidated (which Person will become the Borrower hereunder and a wholly-owned Subsidiary of FE) and (whether in one transaction or in a series of related transactionsB) the Borrower may transfer all or substantially all of its Property assets and liabilities to any other a newly-formed 77 Person to which all or substantially all of the assets and liabilities of the Borrower is being transferred (any such transaction, which Person will become the Borrower hereunder and a “consolidation”) or liquidate, windwholly-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”); provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted owned Subsidiary of the Borrower may participate existing Borrower), in a consolidation with each case of clauses (A) and (B), if (1) the surviving Person, 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 a transaction in which form and substance reasonably satisfactory to the Borrower is Administrative Agent, (2) the Reference Ratings of the surviving entity or transferee and in which the resulting Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to lower than 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 Reference Ratings of the Borrower and is not materially disadvantageous immediately prior to the Lenders consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3, and (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall occur and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (i) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FET) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of FET), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 correspond to Pricing Level 1, 2, 3 or to a Subsidiary Guarantor4, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions 62 of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of the Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which 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 itor 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), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) the Borrower may transfer all or substantially all of its Property assets and liabilities to any other 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 (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolutionwhich Person will become the Borrower hereunder), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business 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, (any 2) the Reference Ratings of the surviving or resulting Borrower are not, after giving effect to such transaction, a “wind-up”); provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefromtransactions, any Restricted Subsidiary lower than the Reference Ratings of the Borrower may participate 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 a 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 in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no 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 permitted under 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 9.115.03(a).

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall occur and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (i) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-upparties relating to such transactions and the assumption agreement described in clause (1) above. For the avoidance of doubt, nothing in this Section 5.03(c) shall restrict any (i) merger or consolidation of FES, AESC or any of their respective Subsidiaries with or into any Person or (ii) distributes transfer of all Property or substantially all of the entity subject assets and liabilities of the wind-up FES, AESC or any of their respective Subsidiaries to any Person, in each case, to the Borrower extent such merger, consolidation or another Restricted Subsidiary, and (iii) complies in all respects with all covenants and agreements in transfer is permitted under 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 9.11FES/AESC Credit Agreement.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of one or more Borrowers are being transferred (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of FE), in each case of clauses (A) and (B), if (1) the surviving Person, transferee or Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (2) the Reference Ratings of the [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) the parties to such transaction deliver to the Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (1) above; provided, however, that notwithstanding anything herein to the contrary, in no event shall (x) any Borrower or Significant Subsidiary merge with or into or consolidate with or into any Unregulated Subsidiary or (y) any Borrower or Significant Subsidiary transfer all or substantially all of its assets to an Unregulated Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.03(c) shall restrict any merger or consolidation of any Unregulated Subsidiary in connection with any sale, transfer or other disposition of any equity interests in or assets of such Unregulated Subsidiary to any other Person (that is not an Affiliate of 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no 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 permitted under 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 9.115.03(a).

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge into or with or consolidate with any other PersonPerson or permit any Person to merge into it, or permit any other Person of its Subsidiaries to do so, except that (i) any Non-Guarantor Subsidiary may merge into or consolidate with it, the Borrower 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 (a) so long as no Default, Event Subsidiary of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefromthe Borrower, any Restricted Guarantor Subsidiary may merge into or consolidate with the Borrower or any other Guarantor Subsidiary, and any Person may merge into or consolidate with the Borrower or any Subsidiary of the Borrower may participate as part of any Permitted Acquisition, provided that (A) in a the case of any such merger or consolidation with to which the Borrower is a party, the Borrower shall be the surviving corporation, (B) in the case of any such merger or consolidation to which the Company is a transaction in which party, the Company shall be the surviving corporation (unless the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entitycorporation), (bC) so long as no Default, Event in the case of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a such merger or consolidation with any involving one or more Guarantor Subsidiaries and one or more Non-Guarantor Subsidiaries or other Persons, the surviving corporation shall be a Guarantor Subsidiary Guarantor(or, if the Borrower is a party to such merger or consolidation, the Borrower), (cD) so long as the Person formed by or surviving any such merger or consolidation (iif other than the Borrower) no Defaultshall be a direct or indirect Wholly-Owned Subsidiary of the Borrower, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (iiE) immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default, and (F) in the Obligors are in compliance with Section 8.13, case of any Restricted such merger or consolidation of a Non-Guarantor Subsidiary may sell, transfer, lease or otherwise dispose of its assets to into the Borrower or to a Subsidiary Guarantorthe Company, the amount of such Non-Guarantor Subsidiary's total liabilities (d) any Restricted Subsidiary may wind-up if including, without limitation, 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) probable liability with respect to any Subsidiary Guarantor, provides written notice to contingent liabilities) shall not exceed the Administrative Agent not less than five (5) days (or less, as fair market value of such Non-Guarantor Subsidiary's total assets by an amount in excess of $10,000,000 at the Administrative Agent may agree in its sole discretion) prior to such wind-up, (ii) distributes all Property time 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, and (ii) any Person may merge into or consolidate with a Subsidiary of the Borrower if such merger or consolidation is entered into for the purpose of effecting a disposition of the capital stock of such Subsidiary permitted under Section 5.02(d). For purposes of this Section 5.02(c), any voluntary liquidation or winding up of any Non-Guarantor Subsidiary which is undertaken as part of a corporate reorganization, and the assets of which are to be distributed in connection therewith to the Borrower or any other Subsidiary of the Borrower, shall be deemed to be a merger of such Non-Guarantor Subsidiary into the surviving Person; Borrower or such other Subsidiary, as the case may be, for purposes of this Section 5.02(c), and (f) Obligors and their Restricted Subsidiaries may engage in Investments permitted by Section 9.05(l) and Dispositions permitted by Section 9.11shall be subject to the provisions set forth above.

Mergers, Etc. The Obligors will notNot less than fifteen (15) days, and or such shorter period of time as the Administrator shall determine, prior to (i) the dissolution or liquidation of the Company, (ii) a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which the Company will not permit any of be the Restricted Subsidiaries to, merge into surviving or with or consolidate with any other Personresulting corporation, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose a sale of (whether in one transaction or in a series of related transactions) all or substantially all the assets of its Property the Company to any other Person another person, or (any such transaction, iii) 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 reverse merger in which the Company is the surviving corporation but (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the shares of the Borrower may participate in a consolidation with Company's stock outstanding immediately preceding the Borrower in a transaction in which merger are converted by virtue of the Borrower is the surviving entity merger into other property or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event the voting securities of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in the Company outstanding immediately prior to such event represent less than fifty percent (50%) of the total voting power represented by the voting securities of the Company surviving such event (a "Terminating Event") (other than a merger or consolidation with any a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other Subsidiary Guarantortransaction in which there is no substantial change in the shareholders of the Company or their relative stock holdings and the Stock Options granted under this Plan are assumed, (c) so long as (i) no Defaultconverted or replaced by the successor corporation, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (ii) after giving effect theretowhich assumption will be binding on all optionees), the Obligors are in compliance with Section 8.13Administrator shall notify each optionee of the pendency of the Terminating Event. Upon delivery of said notice, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets option granted prior to the Borrower or Terminating Event shall be, notwithstanding the provisions of Section 2 hereof, exercisable in full and not only as 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) those shares with respect to any Subsidiary Guarantorwhich installments, provides written notice if any, have then accrued, subject, however, to earlier expiration or termination as provided elsewhere in the Administrative Agent not less than five (5) days (or less, as Plan. Upon the Administrative Agent may agree in its sole discretion) prior to such wind-up, (ii) distributes all Property consummation of the entity subject Terminating Event, the Plan and any option or portion thereof not exercised shall terminate unless provision is made in connection with the Terminating Event for assumption of the wind-up Plan and/or the options theretofore granted, or substitution for such options of new options covering stock of a successor employer corporation, or a parent or subsidiary corporation thereof, solely at the option of such successor corporation or parent or subsidiary corporation, with appropriate adjustments as to the Borrower or another Restricted Subsidiary, number and (iii) complies in all respects with all covenants kind of shares 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 9.11prices.

Mergers, Etc. The Obligors Parent will not, and will not permit any of the Restricted Subsidiaries other Credit Party to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related 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 (any such transaction, a “wind-up”)liquidate or dissolve; provided that (a) that, so long as no DefaultDefault then exists, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefromexist after giving effect thereto, and both before and after giving effect thereto, each Credit Party is in compliance with Section 8.14: (a) any Restricted Wholly-Owned Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which so long as the Borrower is the surviving entity Person or transferee and in which the Borrower remains a domestic entitytransferee, (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 consolidation with the Parent so long as the Parent is the surviving Person or transferee, and the Parent shall be in Pro Forma Compliance and subject to the other provisions of this Agreement, including Sections 9.02(j) and 9.03(e), (c) any Subsidiary Guarantor may participate in a consolidation with any Unrestricted Subsidiary so long as the Subsidiary Guarantor is the surviving Person or transferee, (d) any Subsidiary Guarantor may participate in a consolidation with any other Subsidiary Guarantor; provided that, in the case of clause (d), the surviving Subsidiary Guarantor or transferee (the “Surviving Subsidiary Guarantor”) shall either be organized in (i) the same jurisdiction as the Subsidiary Guarantor that is not the surviving Subsidiary Guarantor or transferee (the “Non-Surviving Subsidiary Guarantor”), (cii) the same jurisdiction as the Surviving Subsidiary Guarantor, (iii) any state of the United States of America or province of Canada, or (iv) such other jurisdiction as approved by the Majority Lenders, and (e) on or before June 30, 2016, Gran Tierra International Inc., a company incorporated under the laws of the Cayman Islands, may participate in a consolidation with the Borrower (i) so long as (i) no Default, Event of Default or Borrowing Base Deficiency has occurred and the Borrower is continuing or would result therefrom the surviving Person and (ii) after giving effect theretoto such consolidation, the Obligors are Borrower is 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. The Obligors will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the Restricted Subsidiaries toforegoing, 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 to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary 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 (ai) so long as in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Default, Event of Default or Borrowing Base Deficiency has shall have occurred and is continuing be continuing; (iii) as part of any sale, lease, transfer or would result therefromother disposition not prohibited by Section 5.03(e), any Restricted Subsidiary of the Borrower may participate in a consolidation merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving entity any other Person or transferee permit any other Person to merge into or consolidate with it; provided that immediately before and in which the Borrower remains a domestic entityafter giving effect to such merger or consolidation, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has shall have occurred and is continuing or would result therefrom, be continuing; and (iv) 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 may liquidate or to a Subsidiary Guarantor, (d) any Restricted Subsidiary may wind-up dissolve if the Borrower determines in good faith that such wind-up liquidation or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the Lenders Lenders; provided, however, that in each case, immediately before and (i) with respect to after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any Subsidiary Guarantorother provision of this Section 5.03, 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 will not merge with or another Restricted Subsidiaryinto, and (iii) complies in all respects with all covenants and agreements in the Loan Documents to provide the Administrative Agent with perfected firstconsolidate with, or liquidate or dissolve into any Person other than any other Broker -Dealer Subsidiary or any Person that becomes a Broker-priority liens (subject to Excepted Liens) on all Property so distributed, Dealer Subsidiary upon consummation of such transaction. (e) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any Restricted Subsidiary that is not of its Subsidiaries to sell, lease, transfer or otherwise dispose of (including by division), all or substantially all of the assets of the Borrower and its Subsidiaries, taken as 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 whole. (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. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in 744162621 which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower), terminate in each case of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of the Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which 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 it, or sell, lease into a newly-formed Person into which the Borrower is being merged or otherwise dispose consolidated (which Person will become the Borrower hereunder and a wholly-owned Subsidiary of the Borrower) and (whether in one transaction or in a series of related transactionsB) the Borrower may transfer all or substantially all of its Property assets and liabilities to any other a newly-formed Person to which all or substantially all of the assets and liabilities of the Borrower is being transferred (any such transaction, which Person will become the Borrower hereunder and a “consolidation”) or liquidate, windwholly-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”); provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted owned Subsidiary of the Borrower may participate Borrower), in a consolidation with each case of clauses (A) and (B), if (1) the surviving Person, 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 a transaction in which form and substance reasonably satisfactory to the Borrower is Administrative Agent, (2) the Reference Ratings of the surviving entity or transferee and in which the resulting Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to lower than 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 Reference Ratings of the Borrower and is not materially disadvantageous immediately prior to the Lenders consummation of such transactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- 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 SubsidiaryBaa3, and (iii3) complies in all respects with all covenants and agreements in the Loan Documents parties to provide such transaction deliver to the 744224964 Administrative Agent certified copies of all corporate or limited liability, equity holder and Governmental Authority approvals required in connection with perfected first-priority liens such transactions and legal opinions of counsel to such parties relating to such transactions and the assumption agreement described in clause (subject to Excepted Liens1) 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 9.11above.

Mergers, Etc. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of the Property of the Borrower and its Property Restricted Subsidiaries taken as a whole 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 (any such transactionliquidate or dissolve, a “wind-up”); provided that (a) so long as except that, if at the time thereof and immediately after giving effect thereto no Default, Default or Event of Default or Borrowing Base Deficiency has shall have occurred and is continuing be continuing, (i) any Person (other than an Unrestricted Subsidiary) may merge with or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with into the Borrower in a transaction in which the Borrower is the surviving entity or transferee corporation and no Change in which the Borrower remains a domestic entityControl results, (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 theretoany Restricted Subsidiary of the Borrower may merge with or into any other Restricted Subsidiary of the Borrower, the Obligors are in compliance with Section 8.13, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Subsidiary Guarantoranother Restricted Subsidiary, (div) 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 more Restricted Subsidiaries at such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a disposition permitted by Section 9.11(f) and (v) any Restricted Subsidiary may wind-up liquidate or dissolve if the Borrower determines in good faith that such wind-up liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (i) with respect to Lenders; provided that any Subsidiary Guarantor, provides written notice to the Administrative Agent not less than five (5) days (such \ merger 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 Division involving a Person that is not a Guarantor may participate in a merger or consolidation with any other Restricted Subsidiary; provided that if any Guarantor participates in Wholly-Owned Subsidiary immediately prior to such merger or consolidation, a Guarantor Division shall not be the surviving Person; and (f) Obligors and their Restricted Subsidiaries may engage in Investments permitted unless also permitted by Section 9.05(l) and Dispositions permitted by Section 9.119.05.

Mergers, Etc. The Obligors Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which (provided that the Borrower shall be the continuing or surviving corporation) or any other Restricted Subsidiary (provided that if a Guarantor is a party to such transaction, the surviving entity survivor is such Guarantor or transferee and in which becomes a party to the Borrower remains Guaranty Agreement as a domestic entityGuarantor) or transfer all or substantially all of its assets to a Guarantor or a Person that becomes a party to the Guaranty Agreement as a Guarantor, (b) so long as no Default, Event of Default the Borrower or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary Guarantor may participate in a merger or consolidation with any (other Subsidiary Guarantor, than as described in clause (ca) so long as above) if (i) at the time thereof and immediately after giving effect thereto, no Default, Event of Default or shall occur and be continuing and no Borrowing Base Deficiency has occurred and is continuing or deficiency would result therefrom and (ii) after giving the Borrower or such Restricted Subsidiary, as the case may be, is the surviving entity or the recipient of any such sale, lease or other disposition of Property, provided that no such consolidation shall have the effect thereto, of releasing the Obligors are in compliance with Section 8.13, Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose from any of its assets to the Borrower obligations under this Agreement or to a Subsidiary Guarantorany other Loan Document, (dc) any Restricted the liquidation and dissolution of Subsidiaries shall be permitted if (i) the continued existence and operation of such Subsidiary may wind-up if the Borrower determines in good faith that such wind-up is no longer in the best interests of the Borrower and is not materially disadvantageous to its Subsidiaries taken as a whole (as reasonably determined by the Lenders and (i) with respect to board of directors or any Subsidiary Guarantor, provides written notice to Responsible Officer of 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-upBorrower), (ii) distributes all Property of the entity subject of the wind-up such liquidation and dissolution is not disadvantageous in any material respect to the Borrower or another Restricted SubsidiaryLenders, and (iii) complies in all respects with all covenants at the time thereof and agreements in the Loan Documents to provide the Administrative Agent with perfected first-priority liens (subject to Excepted Liens) on all Property so distributedimmediately after giving effect thereto, (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 no Default shall occur and be the surviving Person; continuing and (f) Obligors and their Restricted Subsidiaries may engage in Investments permitted by Section 9.05(l) and Dispositions permitted by Section 9.11no Borrowing Base Deficiency would result therefrom.

Mergers, Etc. The Obligors Parent will not, and will not permit any of the Restricted Subsidiaries other Credit Party to, merge into or with or consolidate with any other Person (except that any Excluded Subsidiary may merge with or into or consolidate with any Credit Party so long as a Credit Party is the surviving 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 related 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 (any such transaction, a “wind-up”)liquidate or dissolve; provided that (a) that, so long as no DefaultDefault then exists, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefromexist after giving effect thereto, and both before and after giving effect thereto, each Credit Party is in compliance with ‎Section 8.14 (as if such Credit Party had become a Subsidiary Guarantor as of such date): (a) any Restricted Wholly-Owned Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which so long as the Borrower is the surviving entity Person or transferee and in which the Borrower remains a domestic entitytransferee, (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 consolidation with the Parent so long as the Parent is the surviving Person or transferee, and the Parent shall be in Pro Forma Compliance and subject to the other provisions of this Agreement, including Sections ‎Section 9.02(j) and ‎9.03(e), (c) any Subsidiary Guarantor may participate in a consolidation with any Unrestricted Subsidiary so long as the Subsidiary Guarantor is the surviving Person or transferee, (d) any Subsidiary Guarantor may participate in a consolidation with any other Subsidiary Guarantor; provided that, in the case of clause ‎(d), the surviving Subsidiary Guarantor or transferee (cthe “Surviving Subsidiary Guarantor”) so long as shall either be organized in (i) no Defaultthe same jurisdiction as the Subsidiary Guarantor that is not the surviving Subsidiary Guarantor or transferee (the “Non-Surviving Subsidiary Guarantor”), 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 same jurisdiction as the Borrower or to a Surviving Subsidiary Guarantor, (diii) any Restricted Subsidiary state of the United States of America or province of Canada, or (iv) such other jurisdiction as approved by the Majority Revolving Credit Lenders, and (e) any Credit Party (other than the Borrower) may wind-liquidate, wind up or dissolve if the Borrower Parent determines in good faith that such wind-up is in the best interests of the Borrower and liquidation or dissolution 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 assets of the wind-up such Credit Party are transferred 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 9.11Credit Party.

Mergers, Etc. The Obligors Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no 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 Credit Parties are in compliance with Section 8.138.14, 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) Obligors Credit Parties and their Restricted Subsidiaries may engage in Investments permitted by Section 9.05(l) and Dispositions permitted by Section 9.11.

Mergers, Etc. The Obligors will notBorrower shall not merge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of the its Restricted Subsidiaries toto do so, except that, so long as no Default then exists hereunder or would be caused thereby and the Administrative Agent receives written notice of any such merger at least thirty (30) days (or such shorter period as may be acceptable to the Agents) prior to the effectiveness thereof if such merger involves a Loan Party: (i) any Restricted Subsidiary (other than AGCO Acceptance Corporation) of the Borrower may merge into or with or consolidate with any other Person, Restricted Subsidiary (other than AGCO Acceptance Corporation) of the Borrower or permit any other Person to merge into consummate an Investment permitted by Section 4.23(h) or consolidate with it4.23(i), but only if (x) the Person surviving such merger, or sellthe Person formed by such consolidation, lease or otherwise dispose of (whether in one transaction or in shall be 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower Borrower, (y) if a Loan Party is a party to such merger or consolidation and (A) the surviving corporation of any such merger is not a Loan Party, or (B) is a party to any such consolidation, the surviving corporation or Person formed by such consolidation, as the case may participate be, shall assume, in a consolidation with manner reasonably satisfactory to the Agents and the Majority Lenders, the obligations of such Loan Party under the Loan Documents to which such Loan Party was a party, and (z) if the surviving Person of such merger is a Material Subsidiary, the Administrative Agent receives the documents required to be delivered pursuant to Section 4.18 hereof; (ii) any of the Borrower's Restricted Subsidiaries (other than Xxxxxx Xxxxxxxx Corp. or a Foreign Subsidiary) may merge into the Borrower in a transaction in which so long as the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, corporation; (biii) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor that is not a Restricted Subsidiary may participate in a merger or consolidation with merge into any other Subsidiary Guarantor, (c) so long as (i) no Default, Event of Default or Borrowing Base Deficiency has occurred and that is continuing or would result therefrom not a Restricted Subsidiary; and (iiiv) after giving effect theretoSubsidiaries of the Borrower may merge with Subsidiaries of Target on the Closing Date in connection with the Acquisition, the Obligors are in compliance with Section 8.13as set forth on SCHEDULE 4.23(f). The Borrower shall not, and shall not permit any Restricted Subsidiary may sellto (other than a Dormant Subsidiary), transfer, lease liquidate or dissolve itself or otherwise dispose wind up its business, except any Restricted Subsidiary (other than Xxxxxx Xxxxxxxx Corp.) may liquidate or dissolve if all 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 are transferred to the Borrower or another Restricted Subsidiary, and Subsidiary in compliance with Section 4.23(g)(v) hereof (iii) complies in all respects with all covenants and agreements in the Loan Documents to provide provided the Administrative Agent with perfected first-priority liens receives thirty (subject to Excepted Liens30) on all Property so distributed, (e) any days' prior written notice if such 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 9.11Loan Party).

Mergers, Etc. The Obligors Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its Property or business (whether now owned or hereafter acquired) or less than all of the Equity Interests of any Restricted Subsidiary to any other Person (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”)) or divide; provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (ii) immediately after giving effect thereto, the Obligors Credit Parties are in compliance with Section 8.138.14, 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 only to Excepted LiensLiens and other Liens permitted by Section 9.03) 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 Credit Parties and their Restricted Subsidiaries may engage in Investments permitted by Section 9.05(l) and Dispositions permitted by Section 9.119.11 and may consummate a merger, amalgamation or consolidation with any other Person (other than an Affiliate) so long as a Credit Party shall be the surviving Person and such merger, amalgamation or consolidation constitutes an Investment permitted by Section 9.05; provided that any transaction described in clauses (a), (b), (c) and (d), shall be consummated in a way that continues the Lien securing the Secured Obligations and does not require the release of any Lien with respect to any Property that was Collateral immediately prior to the consummation of such transaction.

Mergers, Etc. The Obligors Borrower will not, not and will not permit any Subsidiary of the Restricted Subsidiaries toBorrower to (a) become a party to a merger or consolidation, merge into or with or consolidate with any other 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 transactionsb) 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”), dissolve or liquidate itself, or (c) purchase or acquire all or a material or substantial part of the business or Properties of any Person; provided provided, however, that (ai) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation merge with and into the Borrower in or a transaction in which Wholly-Owned Subsidiary of the Borrower if the Borrower or a Wholly-Owned Subsidiary of the Borrower is the surviving entity in such merger, provided that (x) no consideration is given by the surviving entity in such merger other than the issuance of any Capital Stock of the surviving entity and such Capital Stock is pledged to the Administrative Agent, for and on behalf of the Administrative Agent and the Lenders, as security for the Obligations pursuant to Section 9.6 and (y) the surviving entity in any such merger shall ratify the Guaranty, the Security Documents and other indebtedness, liabilities and obligations of the non-surviving entity under the Loan Documents and (ii) Borrower 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 of Borrower may participate purchase or acquire all or a material or substantial part of the business or Properties of any Person engaged in a merger or consolidation with any other Subsidiary Guarantorthe Telecommunications Business after December 31, (c) so long 2002 if as (i) of the date of acquisition and after giving proforma effect thereto no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing exists or would result therefrom and as of the most recent Quarterly Date, Holdings, Borrower and Borrower's Subsidiaries would otherwise be in compliance with all terms and conditions of the Loan Documents. Holdings will not (iia) become a party to a merger or consolidation, (b) wind-up, dissolve or liquidate itself, or (c) purchase or acquire all or a material or substantial part of the business or Properties of any Person; provided, however, that Holdings may consummate a transaction set forth in clause (a) or (c) if (x) no Change in Control of Holdings occurs, (y) Holdings is the surviving entity in any merger and (z) after giving effect theretoto the transaction on a pro-forma basis as of the most recent Quarterly Date, Holdings, Borrower and the Obligors are Borrower's Subsidiaries (including, without limitation the Borrower and the acquired Person) would be 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 all terms and conditions 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 9.11Documents.

Mergers, Etc. The Obligors will notMerge, amalgamate or consolidate with any Person, or permit any Material Subsidiary to merge, 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 hereunder and under the Notes, (B) if any such Subsidiary merges, amalgamates or consolidates with (or liquidates into) any other Subsidiary of the Borrower, one or more Business Entities that are Subsidiaries of the Borrower are the surviving or successor Business Entity(ies) and, if such Subsidiary is not directly or indirectly wholly-owned by the Borrower, 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 will not permit 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) the Borrower or any of the Restricted Subsidiaries toMaterial Subsidiary may merge, merge into or with amalgamate or consolidate with any other PersonBusiness Entity (that is, 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 (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no 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 addition to the Borrower or to a Subsidiary Guarantorany other Subsidiary), provided that (dA) any Restricted Subsidiary may wind-up if the Borrower determines in good faith that merges, amalgamates or consolidates with any such wind-up other Business Entity(ies), the survivor or successor Business Entity 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-upBorrower, (iiB) distributes all Property of the entity subject of the windif 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-up to the Borrower or another Restricted owned Subsidiary, and (iiiC) complies in all respects if either the Borrower or any Material Subsidiary merges, amalgamates or consolidates with all covenants and agreements in the Loan Documents any such other Business Entity, after giving effect to provide the Administrative Agent with perfected first-priority liens (subject to Excepted Liens) on all Property so distributedsuch merger, (e) any Restricted Subsidiary that is not a Guarantor may participate in a merger amalgamation or consolidation no Event of Default, and no event which with any other Restricted Subsidiary; provided that if any Guarantor participates in such merger lapse of time or consolidationthe giving of notice, a Guarantor or both, would constitute an Event of Default, shall have occurred and 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 9.11continuing."

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall have occurred and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (A) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall (1) assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent and (2) be organized under the laws of a State of the United States or the District of Columbia. Without limiting the foregoing, (A) any Borrower may merge with or into or consolidate with itor into (x) another Borrower or into a newly-formed Person into which one or more Borrowers are being merged or consolidated (which Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower) or (y) a wholly-owned Subsidiary of another Borrower (in which case only such other Borrower will continue as a Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) any Borrower may transfer all or substantially all of its Property assets and liabilities to any another Borrower, to a wholly-owned Subsidiary of another Borrower (in which case only such other Person (any such transaction, Borrower will continue as a “consolidation”Borrower hereunder) or liquidate, windto a newly-up formed Person to which all or dissolve substantially all of the assets and liabilities of one or more Borrowers are being transferred (or suffer any liquidation or dissolutionwhich Person will become a Borrower hereunder and a wholly-owned Subsidiary of such Borrower), terminate in each case 753191220 of clauses (A) and (B), if (1) the surviving Person, transferee or discontinue its business Person otherwise specified above to become a Borrower hereunder, as applicable, assumes such Borrower’s or Borrowers’, as applicable, obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, (any such transaction, a “wind-up”); provided that (a2) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary the Reference Ratings of the surviving or resulting Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entityare not, (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 8.13to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i3) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.

Mergers, Etc. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge into (i) Merge or with or consolidate with any other Personconsolidate, or permit any other Person of their respective Significant Subsidiaries to merge or consolidate, with or into any Person or consolidate with it(ii) sell, assign, lease or otherwise dispose of, or permit any of their respective Significant Subsidiaries to sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its Property their respective assets (whether now owned or hereafter acquired) to any Person provided that (A) Significant Subsidiaries of the Borrower and the Guarantor may merge with or into the Borrower or the Guarantor or with or into any other wholly- owned Subsidiary of the Borrower or the Guarantor so long as, in any such merger with or into any other wholly-owned Subsidiary of the Borrower or the Guarantor, the surviving corporations are a wholly-owned Subsidiary of the Borrower or the Guarantor, (B) the Borrower may merge with or into the Guarantor, (C) the Borrower may liquidate or dissolve so long as the Guarantor has assumed all of the obligations of the Borrower hereunder and under the Note pursuant to the Assumption Agreement in the form attached hereto as Exhibit E and all or substantially all of the assets of the Borrower are distributed to the Guarantor as part of such liquidation or dissolution, (D) the Borrower may exchange the partnership interests of Knight and Trimark held by it for equity interests in any wholly-owned Subsidiary of the Borrower or the Guarantor so long as, after any such exchange, Knight and Trimark remain direct or indirect wholly-owned Subsidiaries of the Borrower or the Guarantor and (E) the Borrower may distribute, by way of dividend, transfer or other disposition partnership interests in Knight and Trimark (which shall mean at least 99.99% of the Voting Stock of Knight and Trimark) to the Guarantor or to any other Person (any such transaction, a “consolidation”) or liquidate, windwholly-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”); provided that (a) owned Subsidiary of the Guarantor so long as after any such dividend, transfer or disposition, Knight and Trimark (which shall mean at least 99.99% of the Voting Stock of Knight and Trimark) are direct or indirect wholly-owned Subsidiaries of the Guarantor; provided, however, in each such case, that no Default, Event of Default or Borrowing Base Deficiency has shall have occurred and is be continuing at the time of such proposed transaction or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no 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. The Obligors will not, and will not permit any of the Restricted Subsidiaries to, merge Merge with or into or with or consolidate with or into any other Person, or permit any of its Subsidiaries to do so unless (i) immediately after giving effect thereto, no event shall occur and be continuing that constitutes an Event of Default, (ii) the consolidation or merger shall not materially and adversely affect the ability of such Borrower (or its successor by merger or consolidation as contemplated by clause (i) of this subsection (c)) to perform its obligations hereunder or under any other Loan Document, and (iii) in the case of any merger or consolidation to which such Borrower is a party, the Person formed by such consolidation or into which such Borrower shall be merged shall assume such Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Administrative Agent. Without limiting the foregoing, (A) each Borrower may merge with or into or consolidate with itor into (x) the other Borrower or into a newly-formed Person into which both Borrowers are being merged or consolidated (which will become the sole Borrower hereunder) or (y) a wholly-owned Subsidiary of the other Borrower (in which case such other Borrower will become the sole Borrower hereunder), or sell, lease or otherwise dispose of and (whether in one transaction or in a series of related transactionsB) each Borrower may transfer all or substantially all of its Property assets and liabilities to any the other Person (any such transactionBorrower, to a “consolidation”) or liquidate, windwholly-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”); provided that (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted owned Subsidiary of the other Borrower may participate in a consolidation with the Borrower in a transaction (in which case such other Borrower will become the sole Borrower is hereunder) or to a newly-formed Person to which all or substantially all of the assets and liabilities of both Borrowers are being transferred (which will become the sole Borrower hereunder), in each case of clauses (A) and (B), if (1) the surviving entity Person, transferee or transferee Person otherwise specified above to become the sole Borrower hereunder, as applicable, assumes both Borrowers’ obligations under this Agreement and the other Loan Documents pursuant to an instrument in which form and substance reasonably satisfactory to the Borrower remains a domestic entityAdministrative Agent, (b2) so long as no Defaultthe Administrative Agent receives evidence reasonably satisfactory to it that, 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 theretoto such transactions, the Obligors Genco Guarantees will remain in full force and effect and will apply (either as a result of such merger, consolidation or transfer or pursuant to amendments to the Genco Guarantees) to the obligations of Allegheny under this Agreement and the other Loan Documents (as so transferred or assumed) in the same manner and to the same extent as they applied to the obligations of FES under this Agreement and the other Loan Documents on the date hereof, (3) the Reference Ratings of the surviving or resulting Borrower are in compliance with Section 8.13not, after giving effect to such transactions, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose lower than the Reference Ratings of its assets 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 or to a Subsidiary Guarantorare at least BBB- and Baa3, (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 (i4) with respect the parties to any Subsidiary Guarantor, provides written notice such transaction deliver to the Administrative Agent not less than five (5) days (certified copies of all corporate or lesslimited liability, as the Administrative Agent may agree equity holder and Governmental Authority approvals required in its sole discretion) prior connection with such transactions and legal opinions of counsel to such wind-up, parties relating to such transactions and the assumption agreement described in clause (ii1) 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 9.11above.