Common use of Mergers, Etc Clause in Contracts

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) any of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) Subsidiaries may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary the Borrower, provided that the Borrower is the surviving entity, corporation; (ii) such other Person is the surviving entity and becomes a Restricted any Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation involving a wholly-owned Subsidiary, the Person so long formed by or surviving such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; (iii) in connection with any purchase or other acquisition of Equity Interests in, or property and assets of, any Person permitted under Section 5.02(f)(v), the Borrower may permit any other Person to merge into or consolidate with it (provided that the Borrower is the surviving entity), and any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person with which such Subsidiary is merging or consolidating (1) shall be engaged in substantially the same lines of business as one or more of the businesses of the Borrower and the Subsidiaries or in an incidental or related business and (i2) shall not have any contingent liabilities that could reasonably be expected to be material and adverse to the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction, and in each other case, by a Responsible Officer), and (3) in the case of any wholly-owned Domestic Subsidiary, such Person shall take all actions required under Section 5.01(j); and (iv) in connection with any sale, transfer or other disposition of all or substantially all of the Equity Interests in, or the property and assets of, any Person permitted under Section 5.02(e)(vi), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and provided, however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is that constitutes a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonDefault.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially a substantial portion of the Borrower’s consolidated assets, or all or a substantial portion of the stock of all of the Property of Parent and its Restricted Subsidiaries, taken as a wholewhole (in each case, to any other Personwhether now owned or hereafter acquired), except that: or liquidate or dissolve, unless (a) subject to Section 9.05(b), any Restricted Subsidiary (other than at the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity time thereof and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing and (iib) Parent after giving effect to any such transaction, the business, taken as a whole, of the Borrower and the Restricted Subsidiaries shall not have been altered in a fundamental and substantial manner from that conducted by them, taken as a whole, immediately prior to the Effective Date, provided that (i) if the Borrower is not the survivor of any such consolidation or merger involving the Borrower, (A) the Borrower, at the time thereof and immediately after giving effect thereto, shall be in compliance on a pro forma basis with the financial covenants contained in Section 6.01 as applicableif such consolidation or merger had been consummated (and any related Indebtedness incurred, is assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of the most recently completed four fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 5.01 (as demonstrated by delivery to the Administrative Agent of a certificate of a Responsible Officer to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger), (B) the surviving business entity (or, so long as no Change in Control Person of such consolidation or merger shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes expressly assume all of the Borrower’s rights and obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and Credit Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and shall thereafter be deemed to be the Borrower for all purposes hereunder, (dC) any Restricted Subsidiary such consolidation or merger will not result in a Change in Control and (other than any Loan PartyD) the Administrative Agent shall have received such legal opinions and certificates in connection therewith as it may reasonably request and (ii) the Borrower shall not liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Persondissolve.

Mergers, Etc. Each Merge into or consolidate with any Person or permit any Person to merge into it (including by division of Parent and any existing limited liability company pursuant to a “plan of division” under the Borrower will notDelaware Limited Liability Company Act), and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) any Subsidiary of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person other than another Group Member if (i) such Restricted Subsidiary is the formed by or surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which (to A) the extent applicable) or (iii) such other Person Borrower is a party, the Borrower shall be the surviving entity of such merger or consolidation, and (B) a Guarantor (but not the Borrower) is a party, the Person formed by or surviving such merger or consolidation constitutes shall be a Disposition permitted by Section 9.11Guarantor; (cii) subject to in connection with any acquisition permitted under Section 9.05(b5.02(f), Parent or any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as (ior permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents)been complied with; and (diii) in connection with any Restricted sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary (of the Borrower may merge into or consolidate with any other than Person or permit any Loan Party) may liquidate other Person to merge into or dissolve so long as Parent determines in good faith consolidate with it; provided, however, that such liquidation or dissolution is in the best interest case of any such Personmerger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than of the Subsidiaries may merge into or consolidate with the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) ; provided that the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiarycorporation; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation involving a Wholly Owned Subsidiary, the Person so long as formed by or surviving such merger or consolidation shall be a Wholly Owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; (c) in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any Person permitted under Section 7.6(e), the Borrower may permit any other Person to merge into or consolidate with it (provided that (i) the Borrower is the surviving entity or (ii) the surviving entity (x) is a Domestic Person and (y) simultaneously with such merger or consolidation agrees to be bound by the terms hereof and of the Loan Documents and assume the Borrower’s obligations hereunder and thereunder pursuant to an agreement or instrument satisfactory in form and substance to the Administrative Agent (and shall thereafter be the Borrower hereunder), and any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person with which such Subsidiary is merging or consolidating (i) shall be engaged in a business permitted by Section 7.3, (ii) shall take all actions required under Section 6.12 and (iii) shall be a Guarantor if the merging Subsidiary was a Guarantor prior to such transaction; and (d) in connection with any sale, transfer or other disposition of all or substantially all of the Capital Stock of, or the property and assets of, any Person permitted under Sections 7.5(c) or (f), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is that constitutes a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonDefault.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or amalgamate or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries toto do so, except that: (i) any Subsidiary of the Parent may merge into or amalgamate or consolidate with any other Subsidiary of the Parent, provided that, in the case of any such merger, amalgamation or consolidation, the Person formed by such merger, amalgamation or consolidation shall be a wholly owned Subsidiary of the Parent, provided further that, in the case of any such merger, amalgamation or consolidation to which an Account Party is a party, the Person formed by such merger, amalgamation or consolidation shall be such Account Party; (ii) any Subsidiary of any Account Party may merge into or amalgamate or consolidate with any other Person or permit any other Person to merge into or amalgamate or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Account Party; (iii) in connection with any sale or other disposition permitted under Section 5.02(d), any Subsidiary of the Parent may merge into or amalgamate or consolidate with any other Person or permit any other Person to merge into or amalgamate or consolidate with it; and (iv) the Parent or any Account Party may merge into or amalgamate or consolidate with any other Person; provided that, in the case of any such merger, amalgamation or Dispose of (whether in one transaction consolidation, the Person formed by such merger, amalgamation or in a series of transactions) all consolidation shall be the Parent or substantially all of the Property of Parent and its Restricted Subsidiariessuch Account Party, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parentcase may be; provided, as applicablehowever, is the surviving business entitythat in each case, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is that constitutes a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonDefault.

Mergers, Etc. Each of Parent The Company and the Borrower will not, and will Icon shall not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property assets (whether now owned or hereafter acquired) of Parent and its Restricted Subsidiariesthe Group Members, taken as a whole, to any other Personperson, or permit any of its Subsidiaries to do so, except that: (ai) subject any Subsidiary of the Parent (other than, prior to the release of its obligations as “the Company” in accordance with Section 9.05(b)9.21, Nutrition & Biosciences) may (A) merge or consolidate with or into any Restricted other Subsidiary of the Parent or an entity that will substantially concurrently therewith become a Subsidiary of the Parent (provided if such merger or consolidation involves the Parent or, prior to the release of its obligations as “the Company” in accordance with Section 9.21, Nutrition & Biosciences, the Parent or Nutrition & Biosciences, as applicable, shall be the surviving entity or successor) or (B) dispose of its assets to any other Subsidiary of the Parent; (ii) any Group Member may merge into or dispose of assets to the Parent; (iii) the liquidation or reorganization of any Group Member (other than the Borrower) may be merged into or consolidated withParent or, or Dispose of all or substantially all prior to the release of its Propertyobligations as “the Company” in accordance with Section 9.21, to (iNutrition & Biosciences) the Borrower or Parent, is permitted so long as the Borrower any payments or Parent, assets distributed as applicable, is the surviving business entity, a result of such liquidation or (ii) another Restricted Subsidiaryreorganization are distributed to a Group Member; (biv) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11[reserved]; (cv) subject any Group Member may dispose of an asset to Section 9.05(ba Person which is not a Group Member on terms that such asset is to be reacquired by a Group Member (a “Reacquisition Sale and Leaseback Transaction”); provided that the principal obligations of such Group Member, when aggregated with the principal obligations of the Group Members in respect of all other Reacquisition Sale and Leaseback Transactions entered into after the date hereof, do not exceed $300,000,000 (or its equivalent in another currency or currencies), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect theretoprovided, in each case, that no Default or Event of Default shall have occurred and be continuing and (ii) Parent at the time of such proposed transaction or would result therefrom. Notwithstanding anything to the Borrower, as applicable, is the surviving business entity (or, so long as no Change contrary in Control shall have occurredthis Section 5.02(b), the surviving entity is a Person organized under transactions contemplated in the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Neptune Separation Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonNeptune Acquisition Agreement shall be permitted.

Mergers, Etc. Each of Parent and the Borrower 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 Restricted Subsidiaries to, merge into or with or consolidate with to do any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Personforegoing, except that: (ai) subject to Section 9.05(b), any Restricted Subsidiary (of the Borrower may merge into or consolidate with the Borrower or any other than Subsidiary of the Borrower) may ; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be merged into or consolidated with, or Dispose of all or substantially all of its Property, to the surviving entity; (iii) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted of its Subsidiary (other than the Borrower) may merge into or consolidate with any other Person or permit any other than another Group Member if Person to merge into or consolidate with it; provided that (i) in the case of any such Restricted Subsidiary merger or consolidation to which the Borrower is a party, the surviving entity, (ii) such other Person is Borrower shall be the surviving entity and becomes a Restricted Subsidiary contemporaneously with (ii) immediately before and after giving effect to such merger or consolidation consolidation, no Event of Default shall have occurred and complies with Section 8.06 (to the extent applicable) or be continuing; (iii) such as part of any sale, lease, transfer or other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted disposition not prohibited by Section 9.11; (c) subject to Section 9.05(b5.03(e), Parent or any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as (i) or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect theretoto such merger or consolidation, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents)continuing; and (div) any Restricted Subsidiary (other than any Loan Party) of the Borrower may liquidate or dissolve so long as Parent if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such Persontransaction.

Mergers, Etc. Each of Parent The Parent, OP LLC and the Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose sell, lease or otherwise dispose of (whether in one transaction or in a series of transactionstransactions and including by division of such Person) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person (including by division of such Person), except that: that (a) subject to any Wholly-Owned Domestic Subsidiary may merge with any other Wholly-Owned Domestic Subsidiary and any Wholly-Owned Domestic Subsidiary may divide so long as each Person created as a result of such division becomes a Guarantor in accordance with Section 9.05(b)8.14 if such Wholly-Owned Subsidiary was a Guarantor at the time of such division, any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (ib) the Borrower or Parent, OP LLC and/or Borrower may merge with any Wholly-Owned Domestic Subsidiary so long as the Borrower or Parent, as applicable, OP LLC and/or Borrower is the surviving business entitysurvivor, or (iic) another Restricted OP International may merge with and into any Credit Party so long as such Credit Party is the survivor, (d) any Foreign Subsidiary may merge with any other Foreign Subsidiary; ; provided that if one of such Foreign Subsidiaries is a Wholly-Owned Subsidiary, the survivor shall be a Wholly-Owned Subsidiary and (be) any Restricted Subsidiary (other than may consummate any merger, consolidation or sale the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary purpose of which is the surviving entity, (ii) such other Person is the surviving entity and becomes to effect a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition sale permitted by Section 9.11; (c) subject pursuant to Section 9.05(b)9.12 or an Investment permitted pursuant to Section 9.05. In no event shall the Parent, Parent OP LLC or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws divide itself pursuant to Section 18-217 of the United States Delaware Limited Liability Company Act (or any state thereof that assumes all corresponding provision of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documentsany successor statute thereof); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.

Mergers, Etc. Each of Neither the Parent and the Borrower nor any Restricted Subsidiary will not, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other PersonPerson (any such transaction, except a “consolidation”); provided that: (a) subject to Section 9.05(bany Restricted Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving Person), . (b) any Restricted Subsidiary of the Parent (other than the Borrower) may participate in a consolidation with any other Restricted Subsidiary (other than the Borrower) may be merged into (provided that if a party to such consolidation is a Guarantor or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entityPerson is a Material Subsidiary, then the survivor is either a Guarantor or (iibecomes a Guarantor in accordance with Section 8.14(b) another and if one of such Restricted Subsidiaries party to such consolidation is a Wholly-Owned Subsidiary;, then the surviving Person shall be a Wholly-Owned Subsidiary). (bc) any Restricted Subsidiary (other than the Borrower) may merge into dispose of any or consolidate with any Person other than another Group Member if all of its assets (i) such Restricted Subsidiary is to the surviving entity, Borrower or any other Loan Party (other than the Parent) or (ii) such other Person is the surviving entity and becomes pursuant to a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition disposition permitted by Section 9.11; 9.11 (c) subject other than pursuant to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and clause (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan DocumentsSection 9.11(d); and). (d) any Restricted Subsidiary Investment expressly permitted by Section 9.05 or disposition expressly permitted by Section 9.11 (other than any Loan Partypursuant to clause (ii) of Section 9.11(d)) may liquidate be structured as a consolidation (provided that (x) if any such consolidation involves the Borrower, the Borrower shall be the continuing or dissolve so long as Parent determines in good faith that surviving Person and (y) subject to preceding clause (x), if any such liquidation consolidation involves a Guarantor and an Investment, such Guarantor shall be the continuing or dissolution is in the best interest of such surviving Person).

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with Merge or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property its property and assets (whether now owned or hereafter acquired) to, any Person, or permit any of Parent and its Restricted Subsidiaries, taken as a whole, Subsidiaries to any other Persondo so, except that: (ai) subject to Section 9.05(b), any Restricted Subsidiary (other than of the Borrower) Company that is not a Borrower may be merged merge into or consolidated withconsolidate with or into, or Dispose convey, transfer, lease or otherwise dispose of all or substantially all of its Propertyproperty and assets to, to (i) the Borrower or Parent, any other Person so long as the Borrower or Parentas, as applicableif such Person is a Borrower, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any such Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, ; and (ii) such any Borrower may merge with any other Person (including, without limitation, any other Borrower or any of its Subsidiaries) so long as (A) if the Company is a party to such merger or consolidation, the Company is the surviving entity and becomes or (B) if any other Borrower is a Restricted Subsidiary contemporaneously with party to such merger or consolidation and complies with Section 8.06 consolidation, either (to the extent applicable1) or (iii) such other Person is the surviving entity shall be such Borrower or (2) the surviving entity (w) shall be a Substantially Owned Subsidiary of the Company, (x) shall succeed, by an agreement or operation of law, to all of the businesses and operations of such Borrower and shall assume, in an assumption agreement in form and substance satisfactory to the Administrative Agent, all of the rights and obligations of such Borrower under this Agreement and the merger or consolidation constitutes a Disposition permitted by Notes, (y) shall deliver to the Administrative Agent all of the certificates, opinions and other documents described in clauses (b) through (h) of Section 9.11; 3.02 with respect to such surviving entity, in each case in form and substance satisfactory to the Administrative Agent, and such other documents, opinions and other information as any Lender, through the Administrative Agent, may reasonably request and (cz) subject shall cause the Company to deliver to the Administrative Agent written confirmation of its obligations under Section 9.05(b)7.01 with respect to such surviving entity; provided, Parent or in each of the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect theretoforegoing cases, that no Default or Event of Default shall have occurred and be continuing and (ii) Parent at the time of such merger, consolidation, conveyance, transfer, lease or the Borrowerdisposition, or shall occur as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws result thereof. Notwithstanding any of the United States foregoing provisions of this Section 5.02(b), neither any Borrower nor any of its Subsidiaries shall sell, convey, transfer, lease or any state thereof that assumes otherwise dispose of (whether in one transaction or in a series of transactions and whether through the disposition of shares of capital stock or other property or assets) all or substantially all of the obligations power tool business engaged in by the Company and liabilities applicable to Parent or its Subsidiaries on the Borrower, as applicable, under date of this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonAgreement.

Mergers, Etc. Each of Parent and the Borrower The Obligors will not, and will not permit any of its the Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose 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 the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other PersonPerson (any such transaction, except that: 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) subject to Section 9.05(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 (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as may participate in a consolidation with the Borrower or Parent, as applicable, is in a transaction in which the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person Borrower is the surviving entity or transferee and becomes in which the Borrower remains a Restricted 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 contemporaneously with such Guarantor may participate in a merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such any other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; Subsidiary Guarantor, (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (ii) after giving effect thereto, no Default the Obligors are in compliance with Section 8.13, any Restricted Subsidiary may sell, transfer, lease or Event otherwise dispose of Default shall have occurred and be continuing and (ii) Parent its assets to the Borrower or the Borrowerto a Subsidiary Guarantor, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent wind-up if the Borrower determines in good faith that such liquidation or dissolution wind-up is in the best interest 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. Each of Parent and Other than as required to consummate the Borrower will notMerger Transactions, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Loan Party other than the Parent may merge with or into or may consolidate with any other Loan Party, provided, that, in the case of any such Restricted merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving entity, such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (ii) such any Person other Person is than a Loan Party may merge into the surviving entity Borrower or may merge with or into or consolidate with any other Loan Party other than the Parent, provided, that either (A)(1) the Parent and becomes a Restricted Subsidiary contemporaneously its Subsidiaries are in compliance with Sections 5.02(a), (b) and (f) on the date of such merger or consolidation and complies with Section 8.06 after giving effect thereto, (2) the consideration for such merger or consolidation consists solely of Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger or consolidation, (4) immediately preceding the date of such merger or consolidation, the value of the Current Assets of such Person minus unsecured Debt for Borrowed Money of such Person to be assumed in such merger or consolidation minus Capitalized Leases of such Person to be assumed in such merger or consolidation is at least $1.00, and (5) if the date of such merger or consolidation shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the extent applicableAdministrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such merger or consolidation; or (B) the Required Lenders consent to such merger or consolidation; (iii) such in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Loan Party other than the Borrower and the Parent may merge with or into or may consolidate with any other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject permit any other Person to Section 9.05(b), Parent merge with or the Borrower may merge into or consolidate with any Person so long as it; and (iiv) the Loan Parties may consummate the FDN Merger Transactions; provided, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing that constitutes a Default and in the case of any such merger to which the Borrower is a party, (i) the Borrower is the surviving corporation and (ii) Parent or except as permitted by Section 5.02(f)(v), such merger does not adversely affect the BorrowerDebt Rating, as applicable, is the surviving business entity if any. The calculations referred to in clauses (or, so long as no Change in Control ii)(A)(3) and (ii)(A)(4) above shall have occurred, the surviving entity is be made on a Person organized under the laws Consolidated basis with respect to all Persons that shall become Subsidiaries of the United States Parent as a result of any individual merger or any state thereof that assumes all of the obligations and liabilities applicable consolidation to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); andwhich such calculations shall apply. (dg) any Restricted Subsidiary (other than any Loan PartySubsection 5.02(g) may liquidate or dissolve so long is amended to read in full as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.follows:

Mergers, Etc. Each of Parent and the Borrower will not, and The Company will not merge into or consolidate with any Person or permit any Person to merge into it or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person, or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than of the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) Company may merge into or consolidate with any other Wholly Owned Subsidiary of the Company or may convey, transfer or lease any or all of its assets to a Wholly Owned Subsidiary of the Company; provided that, in the case of any such merger or consolidation, the Person other than another Group Member if formed by such merger or consolidation shall be a Wholly Owned Subsidiary of the Company; provided, further, that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor, and such newly-created or acquired Subsidiary shall comply with the applicable requirements of Sections 9.10 and 10.18; provided, further, that, for the avoidance of doubt, nothing contained in this Section 10.6 shall prohibit any Subsidiary from selling, transferring or otherwise conveying receivables (iand related assets, as contemplated by Section 10.5(g)) such Restricted to any Receivables Financing Subsidiary entity created (directly or indirectly) by the Company for purposes of entering into or consummating any receivables financing transaction permitted by Section 10.3(c)(viii); (b) any of the Company’s Subsidiaries may consolidate with or merge into the Company; provided that the Company is the surviving entity; and (c) any of the Subsidiaries of the Company may (i) merge into or consolidate with, any other Person, or (ii) such convey, transfer or lease substantially all of its assets in compliance with Section 10.5 (other than Section 10.5(e)) in a single transaction or series of related transactions to any other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such permit any other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with it; provided, in each case with respect to any merger or consolidation or conveyance, transfer or lease of substantially all of its assets, (1) the Person so long formed by such consolidation or into which the Subsidiary shall be merged or assets shall be conveyed, transferred or leased shall, at the effective time of such merger or consolidation or transfer or lease be Solvent, shall have assumed all obligations of such Subsidiary under the Subsidiary Guaranty Agreement in a writing satisfactory in form and substance to the Required Holders and such newly-created or acquired Subsidiary shall comply with the applicable requirements of Sections 9.10 and 10.18 and (2) the Company shall have caused to be delivered to the holders of the Notes an opinion of independent counsel satisfactory to the Required Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with the terms thereof; provided, further, that the provisions of the first proviso to this clause (c) shall not apply to (x) the sale, transfer or other conveyance of any assets of the Company (including the Capital Stock of any Subsidiary of the Company), howsoever effected (including by way of merger or consolidation, sale of assets, lease, or otherwise) in a transaction permitted by Section 10.5(f), (y) any transaction involving the acquisition of a Person by a Subsidiary of the Company by merger or consolidation where the surviving entity shall be a Subsidiary of the Company unless, immediately after giving effect to such merger or consolidation, the surviving entity constitutes a Subsidiary that is not a Foreign Subsidiary and is newly formed or newly acquired, directly or indirectly, by the Company having total assets, as reflected on its balance sheet as of any date of determination, equal to or in excess of five percent (i5%) of the total consolidated assets of the Company and its Subsidiaries as reflected on the Company’s consolidated balance sheet as of such date of determination, in each case as determined in accordance with GAAP, and (z) any sale, transfer or other conveyance of any assets to any Receivables Financing Subsidiary; provided that, with respect to this subclause (z), the sale, transfer or conveyance of such assets is permitted by the provisions of this Agreement; provided, however, that in each case of clauses (a), (b) and (c) above, immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes a Default or an Event of Default shall have occurred and be continuing and (iiB) Parent or the BorrowerCompany shall be in pro forma compliance with the covenants contained in Section 10.1, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is evidenced by a Person organized under the laws certificate of the United States chief financial officer (or any state thereof that assumes all persons performing similar functions) of the obligations and liabilities applicable Company delivered to Parent or the Borrower, as applicable, under this Agreement and holders of the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that Notes demonstrating such liquidation or dissolution is in the best interest of such Personcompliance.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, other Loan Party to merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve, except that: that (a) subject to Section 9.05(bany Loan Party may consolidate with or into the Borrower (provided the Borrower shall be the continuing or surviving entity), (b) any Restricted Subsidiary Loan Party (other than the Borrower) may consolidate with any Subsidiary of the Borrower which is a Loan Party (provided such Subsidiary Loan Party shall be merged into the continuing or consolidated withsurviving entity), (c) so long as no Default, Event of Default or Dispose Borrowing Base Deficiency has occurred and is continuing or would occur as a result of all or substantially all of its Propertysuch consolidation, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is in connection with an acquisition permitted pursuant to Section 9.05 (provided that the Person surviving entity and becomes the consolidation shall be the Borrower in the event the Borrower participates in such consolidation, or otherwise a Restricted Subsidiary contemporaneously with such merger or consolidation and of the Borrower that complies with Section 8.06 (8.14 and Section 9.06 to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) of the Borrower may liquidate or dissolve so long as Parent determines in good faith that its assets (if any) are distributed to the Borrower or another Loan Party prior to such liquidation or dissolution is in the best interest of such Persondissolution.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with Merge or consolidate with any other Personor into, or Dispose convey, transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series of transactionstransactions or pursuant to a Division) all or substantially all of the Property its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of Parent and its Restricted SubsidiariesSubsidiaries to do so; provided, taken as however, that (i) any Subsidiary may merge or consolidate with or into, or dispose of assets to (including pursuant to a whole, to Division) any other PersonSubsidiary (provided that if one or more of such Subsidiaries is a Loan Party, except that: a Loan Party shall be the surviving entity) and (aii) subject to any Subsidiary that is not a Loan Party may merge with any Person that is not a Loan Party, in each case so long as no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the requirements in Section 9.05(b)5.02(p) shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of the Borrower (other than any such Subsidiary that is the Borrowerdirect owner of a Borrowing Base Asset) may be merged into liquidate, dissolve or consolidated withDivide if the Borrower determines in good faith that such liquidation, dissolution or Dispose Division is in the best interests of all the Borrower and the assets or substantially all proceeds from the liquidation, dissolution or Division of its Property, such Subsidiary are transferred to (i) the Borrower or Parenta Guarantor, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, provided that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and (iiz) Parent the Borrower or any Subsidiary thereof shall be permitted to effect any Transfer of Assets through the Borrower, sale or transfer of direct or indirect Equity Interests in the Person (other than any Equity Interests that constitute Collateral) that owns such Assets so long as applicable, Section 5.02(e) would otherwise permit the Transfer of all Assets owned by such Person at the time of such sale or transfer of such Equity Interests. Upon the sale or transfer of Equity Interests in any Person that is the surviving business entity a Guarantor permitted under clause (orz) above, so long as no Change in Control each of the Release Conditions with respect to the release of such Guarantor shall have occurredbeen satisfied, the surviving entity is a Person organized under Administrative Agent shall, upon the laws of request of, and at the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or expense of, the Borrower, as applicablerelease such Guarantor from the Guaranty, under this release the pledge of Equity Interests in such Guarantor granted pursuant to the Pledge Agreement and execute and deliver such documents and instruments as the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) Borrower may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in reasonably request to evidence the best interest release of such PersonGuarantor from the Guaranty and the release the pledge of Equity Interests in such Guarantor granted pursuant to the Pledge Agreement, which documents and instruments shall be reasonably satisfactory to the Administrative Agent.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent the Borrower and its Restricted Subsidiaries, Subsidiaries taken as a whole, whole to any other PersonPerson (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than if at the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity time thereof and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing and continuing, (iii) Parent any Person (other than an Unrestricted Subsidiary) may merge with or into the Borrower, as applicable, Borrower in a transaction in which the Borrower is the surviving business entity (or, so long as corporation and no Change in Control shall have occurredresults, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (dii) any Restricted Subsidiary of the Borrower may merge with or into any other Restricted Subsidiary of the Borrower, (other than iii) any Loan PartyRestricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary and (iv) any Restricted Subsidiary may liquidate or dissolve so long as Parent if the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of such Personthe Borrower and is not materially disadvantageous to the Lenders.

Mergers, Etc. Each of Parent and the The Borrower will shall not, and will shall not permit any Subsidiary of its Restricted Subsidiaries the Borrower to, directly or indirectly, (w) merge with or into or with or consolidate with any other Person, or Dispose (x) liquidate, Wind-Up, dissolve or divide, (y) acquire all or any substantial portion of the properties of any going concern or going line of business (whether in one transaction or in not constituting a series of transactionsdistinct legal entity), or (z) acquire all or substantially all any substantial portion of the Property properties of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, or all or any substantial portion of the Shares of Capital Stock of any other Person which is organized as a Corporation, or all or any substantial portion of any equity interest in any other Person which is not organized as a Corporation, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except that:for the following (referred to herein as "Permitted Mergers"): (a) subject to Section 9.05(b), any Restricted A Subsidiary (other than of the Borrower) Borrower may be merged merge with or into or consolidated consolidate with, or Dispose of acquire all or substantially all any substantial portion of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entityproperties of, or (ii) another Restricted Subsidiary;liquidate or dissolve into, any other Subsidiary of the Borrower, if the acquiring, surviving or new Corporation shall be a Wholly Owned Subsidiary of the Borrower; and (b) any Restricted The Borrower, or a Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws may make acquisitions of the United States or any state thereof that assumes all types referred to in the foregoing clauses (y) and (z) of the obligations and liabilities applicable to Parent or properties of Persons other than a Subsidiary of the Borrower, as applicable, under consistent with the other provisions of this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines , provided that the aggregate Adjusted Acquisition Consideration in good faith that connection with all such liquidation or dissolution is in acquisitions made after June 29, 1995 shall not exceed the best interest sum of such Person.$20,000,000 plus the

Mergers, Etc. Each of Parent and Neither the Borrower (nor following the Parent MLP IPO, the Parent MLP) nor any Restricted Subsidiary will not, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, or assets to any other PersonPerson (any such transaction, except that: a “consolidation”); provided that (a) subject to Section 9.05(b), any Restricted Wholly-Owned Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to participate in a consolidation (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is with another Wholly-Owned Subsidiary if the surviving business entity, Person is a Guarantor or (ii) another Restricted Subsidiary; 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 Restricted non-Wholly-Owned Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if participate in a consolidation (i) such Restricted with a Wholly-Owned Subsidiary is if the surviving entityPerson is a Guarantor, (ii) such other Person 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 entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) Person or (iii) such other with another Person is the surviving entity and the merger so long as no Default or consolidation constitutes a Disposition permitted by Section 9.11; Event of Default then exists or would result; (c) subject to Section 9.05(b), Parent or the Borrower (or following the Parent MLP IPO, the Parent MLP) may merge into or consolidate participate in a consolidation with any other Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing then exists or would result and (ii) the Borrower (and following the Parent or MLP IPO, the Borrower, as applicable, Parent MLP) is the surviving business entity Person (or, so long as no Change in Control shall have occurredprovided that a merger or consolidation between the Borrower and the Parent MLP, the Borrower is the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan DocumentsPerson); and and (d) any Restricted the General Partner may merge with a Subsidiary of the Borrower (other than any Loan Partyor following the Parent MLP IPO, the Parent MLP) may liquidate or dissolve so long as Parent determines in good faith provided that such liquidation Subsidiary does not own any Oil and Gas Properties or dissolution is in assets pledged as collateral for the best interest of such PersonIndebtedness.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other PersonPerson (whether now owned or hereafter acquired) (any such transaction, except that: (a) subject to Section 9.05(ba “consolidation”), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, liquidate or Dispose of all or substantially all of its Property, to (i) the Borrower or Parentdissolve; provided that, so long as no Event of Default has occurred and is then continuing, (a) any Restricted Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the survivor) or Parentany other Wholly-Owned Subsidiary Guarantor (provided that such Wholly-Owned Subsidiary Guarantor shall be the survivor), as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is in order to effect an Investment permitted pursuant to Section 9.05; provided that the continuing or surviving entity and becomes Person shall be a Restricted Subsidiary contemporaneously or the Borrower, which together with each of its Restricted Subsidiaries, shall be in compliance with the requirements of Section 8.13; provided further that if a Subsidiary Guarantor is party to such merger or consolidation and complies with Section 8.06 (to is not the extent applicable) continuing or (iii) surviving Person in such other Person is merger or consolidation, the surviving entity Person shall be in compliance with the requirements of Section 8.13 without giving effect to any times for compliance set forth therein; and (c) the merger or consolidation constitutes a Loan Parties may make any Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person9.12.

Mergers, Etc. Each of Parent and the (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consolidate or merge into or with or consolidate with into any other Person, or Dispose of (whether in one transaction liquidate or in a series of transactions) all dissolve; provided, that the Borrower may consolidate or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged merge with or into or consolidated with, or Dispose of all or substantially all of its Property, to another Person if (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the entity surviving business entity, such consolidation or merger and (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than at the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entitytime of, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect theretoto, such consolidation or merger, no Default or Event of Default shall have occurred and be continuing continuing. (b) The Borrower will not permit any Guarantor to consolidate or merge with or into any other Person, or liquidate or dissolve; provided that any Guarantor may consolidate or merge with or into (i) the Borrower, (ii) any other Guarantor or (iii) any other Person that is not the Borrower or a Guarantor, so long as (A) in the case of clause (iii), either (x) such Guarantor is the entity surviving such consolidation or merger or (y) if such other Person is the entity surviving such consolidation or merger, such Person shall have delivered to the Administrative Agent, substantially contemporaneously with such consolidation or merger, an acknowledgment in form and substance reasonably acceptable to the Administrative Agent expressly assuming the obligations of a Guarantor under the Loan Documents and (B) at the time of, and immediately after giving effect to, such consolidation or merger, no Event of Default shall have occurred and be continuing. (c) The Borrower will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the Property of the Borrower and its Subsidiaries, taken as a whole, to any other Person; provided, that, (i) the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to any Subsidiary and (ii) Parent any Subsidiary may sell, lease or otherwise transfer all or substantially all of its assets to the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States Borrower or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonSubsidiary.

Mergers, Etc. Each of Parent and the Borrower will not(i) Merge into or consolidate with any Person or permit any Person to merge into or consolidate with it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (bA) any Restricted Subsidiary (other than of the Borrower) Subsidiaries may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary the Borrower; provided that the Borrower is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11corporation; (cB) subject to Section 9.05(b), Parent or any of the Subsidiaries of the Borrower may merge into or consolidate with any of the Material Subsidiaries; provided that the Person so long formed by such merger or consolidation is a Material Subsidiary; (C) any of the Immaterial Subsidiaries may merge into or consolidate with any of the other Immaterial Subsidiaries; (D) in connection with any purchase or other acquisition of Equity Interests in, or property and assets of, any Person permitted under Section 5.02(e)(vi), the Borrower may permit any other Person to merge into or consolidate with it (provided that the Borrower is the surviving entity), and any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (x) if such Subsidiary is a Material Subsidiary, the Person formed by such merger or consolidation shall be a Material Subsidiary, (y) if such Subsidiary is a non-wholly owned Domestic Subsidiary, the Person formed by such merger or consolidation shall be a Domestic Subsidiary and (z) if such Subsidiary is a Foreign Subsidiary, the Person formed by such merger or consolidation shall be a Subsidiary of the Borrower; and provided further that the Person with which such Subsidiary is merging or consolidating (1) shall be engaged in substantially the same lines of business as one or more of the businesses of the Borrower and the Material Subsidiaries in the ordinary course and (i2) shall not have any contingent liabilities that could reasonably be expected to be material to the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction, and in each other case, by a Senior Financial Officer); and (E) in connection with any sale, transfer or other disposition of all or substantially all of the Equity Interests in, or the property and assets of, any Person permitted under Section 5.02(d)(vii), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it. (ii) In all cases under this Section 5.02(c), (A) any such permitted merger or consolidation shall be effected in compliance with all applicable Requirements of Law, (B) all Governmental Authorizations, and all consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with such merger or consolidation shall have been obtained or made, (C) to the extent applicable, the relevant Loan Parties shall have complied with Section 5.01(j), and (D) immediately before and immediately after giving pro forma effect theretoto such merger or consolidation, no Default or Event of Default shall have occurred and be continuing and continuing. (iiiii) Parent In the case of any merger or the Borrowerconsolidation effected pursuant to clause (D) or (E) of Section 5.02(c)(i), as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurredimmediately after giving effect to such merger or consolidation, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes Borrower and its Subsidiaries shall be in pro forma compliance with all of the obligations and liabilities applicable covenants set forth in Section 5.04, such compliance to Parent or be determined on the Borrower, as applicable, under this Agreement basis of the Required Financial Information most recently delivered to the Administrative Agent and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate Lender Parties as though such merger or dissolve so long consolidation had been consummated as Parent determines in good faith that such liquidation or dissolution is in of the best interest first day of such Personthe fiscal period covered thereby.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with Merge or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiariesassets (whether now owned or hereafter acquired), taken as a wholeto, to any other Person, or permit any of its Material Subsidiaries to do so, except that: that (ai) subject to Section 9.05(b), any Restricted Material Subsidiary of Holdings (other than the a Borrower) may be merged into merge or consolidated withconsolidate with or into, or Dispose convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of Holdings, so long as, if any party to such transaction is a Material Domestic Subsidiary, the transferee or surviving corporation is a Material Domestic Subsidiary, (ii) any Material Subsidiary of Holdings (other than a Borrower) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, Holdings, (iii) any Material Subsidiary of Holdings (other than a Borrower) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its Propertyassets (including Equity Interests in one or more of its Subsidiaries) to, to (i) the Borrower or Parent, any other Person so long as Holdings delivers to the Borrower or ParentAdministrative Agent a certificate demonstrating compliance on a Pro Forma Basis with Section 7.09 after giving effect to such transaction, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (biv) any Restricted Material Subsidiary of Holdings (other than the a Borrower) may merge into or consolidate with or into any other Person other than another Group Member if (i) so long as such Restricted Material Subsidiary is the surviving entity, corporation and (iiv) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the any Borrower may merge into or consolidate with or into any other Person so long as such Borrower is the surviving corporation; provided, in the case of clauses (iiii), (iv) immediately after giving effect theretoor (v) above, that no Default or Event of Default shall have occurred and be continuing and (ii) Parent or at the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest time of such Personproposed transaction or would result therefrom. Without limiting the generality of Section 6.11, if any Person shall, after giving effect to any transaction permitted by this Section 7.02, be or become a Material Domestic Subsidiary, it shall comply with the provisions of Section 6.11, and such Person shall constitute a Material Subsidiary with respect to the incurrence of Debt or Liens in connection with, or simultaneously with, such transaction.

Mergers, Etc. Each None of Parent and the Borrower will notor its Subsidiaries may, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, (x) consolidate or merge into or with or consolidate with any other Personinto another Person (whether or not the Borrower or Subsidiary is the survivor), or Dispose of (whether in one transaction y) sell, assign, transfer, lease, convey or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose otherwise dispose of all or substantially all of its Propertyproperties or assets in one or more related transactions to another Person, to unless: (a) either (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, such Subsidiary is the surviving business entity, survivor or (ii) another Restricted the Person formed by or surviving any such consolidation or merger (if other than the Borrower or such Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia (and, to the extent reasonably required by the Administrative Agent, the Administrative Agent shall have received satisfactory results of all investigations conducted by the Administrative Agent under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, with respect to such Person); (b) the Person formed by or surviving any Restricted Subsidiary such consolidation or merger (if other than the BorrowerBorrower or such Subsidiary) may merge into or consolidate with any the Person to which such sale, assignment, transfer, lease, conveyance or other than another Group Member if (i) disposition has been made assumes all the obligations of the Borrower or such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes under this Agreement pursuant to an agreement in a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (form reasonably satisfactory to the extent applicable) or (iii) such other Person is the surviving entity Administrative Agent and the merger or consolidation constitutes a Disposition permitted by Section 9.11Majority Lenders; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, such transaction no Default or Event of Default shall have occurred and be continuing and exists; (iid) Parent or in the case of a transaction involving the Borrower, immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as applicable, is if the surviving business entity (or, so long as no Change in Control shall have occurredsame had occurred at the beginning of the applicable four quarter period, the surviving Borrower shall be in compliance with Section 9.01 (provided that solely with respect to this provision, reference to “December 31, 2018” will be replaced with “June 30, 2016”); and (e) the Borrower or such Subsidiary has delivered to the Administrative Agent an Officers’ Certificate stating that such consolidation, merger or disposition and such supplemental agreement (if any) comply with this Agreement. Notwithstanding the restrictions described in the foregoing clause (d), any Subsidiary may consolidate with, merge into or dispose of all or part of its properties and assets to the Borrower without complying with the preceding clause (d) in connection with any such consolidation, merger or disposition. Notwithstanding anything to contrary in this Section 9.11, the Borrower may reorganize as any other form of entity in accordance with the following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Borrower into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is a Person an entity organized or existing under the laws of the United States or States, any state thereof that or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the obligations and liabilities applicable to Parent or the Borrower, as applicable, Borrower under this Agreement pursuant to agreements reasonably satisfactory to the Administrative Agent and the other Loan Documents)Majority Lenders; (4) immediately after such reorganization no Default or Event of Default exists; and (d5) any Restricted Subsidiary such reorganization is not materially adverse to the Lenders (other than any Loan Partyfor purposes of this clause (5) may liquidate a reorganization will not be considered materially adverse to the Lenders solely because the successor or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest survivor of such Personreorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law).

Mergers, Etc. Each of Parent and Other than as required to consummate the Borrower will notMerger Transactions, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Loan Party other than the Parent may merge with or into or may consolidate with any other Loan Party, provided, that, in the case of any such Restricted merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving entity, such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor; (ii) such any Person other Person is than a Loan Party may merge into the surviving entity Borrower or may merge with or into or consolidate with any other Loan Party other than the Parent, provided, that either (A)(1) the Parent and becomes a Restricted Subsidiary contemporaneously its Subsidiaries are in compliance with Sections 5.02(a), (b) and (f) on the date of such merger or consolidation and complies with Section 8.06 after giving effect thereto, (2) the consideration for such merger or consolidation consists solely of Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger or consolidation, (4) immediately preceding the date of such merger or consolidation, the value of the Current Assets of such Person minus unsecured Debt for Borrowed Money of such Person to be assumed in such merger or consolidation minus Capitalized Leases of such Person to be assumed in such merger or consolidation is at least $1.00, and (5) if the date of such merger or consolidation shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the extent applicableAdministrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such merger or consolidation; or (B) the Required Lenders consent to such merger or consolidation; (iii) such in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Loan Party other than the Borrower and the Parent may merge with or into or may consolidate with any other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject permit any other Person to Section 9.05(b), Parent merge with or the Borrower may merge into or consolidate with any Person so long as it; and (iiv) the Loan Parties may consummate the FDN Merger Transactions; provided, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing that constitutes a Default and in the case of any such merger to which the Borrower is a party, (i) the Borrower is the surviving corporation and (ii) Parent or except as permitted by Section 5.02(f)(v), such merger does not adversely affect the BorrowerDebt Rating, as applicable, is the surviving business entity if any. The calculations referred to in clauses (or, so long as no Change in Control ii)(A)(3) and (ii)(A)(4) above shall have occurred, the surviving entity is be made on a Person organized under the laws Consolidated basis with respect to all Persons that shall become Subsidiaries of the United States Parent as a result of any individual merger or any state thereof that assumes all of the obligations and liabilities applicable consolidation to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that which such liquidation or dissolution is in the best interest of such Personcalculations shall apply.

Mergers, Etc. Each of Parent and the Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, merge into directly or with indirectly, become a party to a merger or consolidate with any other Personconsolidation, or Dispose of (whether in one transaction purchase or in a series of transactions) otherwise acquire all or substantially all of the Property assets of Parent and its Restricted Subsidiariesany Person or any shares or other evidence of beneficial ownership of any Person, taken as a wholeor wind-up, to any other Persondissolve, divide or liquidate, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary may merge or consolidate with Borrower so long as Borrower is the surviving entity; (other than b) any Restricted Subsidiary may merge or consolidate with another Restricted Subsidiary so long as if a Restricted Subsidiary that is a Guarantor is involved in such merger or consolidation, such Guarantor is the Borrowersurviving entity; (c) any Restricted Subsidiary may be merged into or consolidated with, or Dispose of all or substantially all of its Property, assets (upon voluntary liquidation or otherwise) to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) to another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted that is both a Wholly-Owned Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with Subsidiary; provided that if the transferor in such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity transaction is a Person organized under Loan Party, then the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other transferee must be a Loan Documents)Party; and (d) any Restricted Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (other than including any Loan Party) may liquidate or dissolve so long as Parent determines in good faith Permitted Acquisition permitted pursuant to Section 7.5(e)); provided that such liquidation or dissolution is in the best interest case of any merger involving a Wholly-Owned Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such Persontransaction, the continuing or surviving entity shall become a Guarantor and the Loan Parties shall comply with Section 6.13 in connection therewith.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose 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 transactions) all or substantially all of the Property of Parent the Borrower and its Restricted Subsidiaries, Subsidiaries taken as a whole, whole to any other PersonPerson (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than if at the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity time thereof and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing 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 a constituent party to any such merger or consolidation, the Borrower shall be the surviving corporation and (iiy) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurredresults, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (dii) any Restricted Subsidiary of the Borrower may merge with or into any other Restricted Subsidiary of the Borrower, (other than iii) any Loan PartyRestricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or 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 liquidate or dissolve so long as Parent if the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such Personmerger or Division involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger or Division shall not be permitted unless also permitted by Section 9.05.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit ------------ any Person to merge into or consolidate with it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) any of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) Borrowers may merge into or consolidate with any Person of the other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, Borrowers; (ii) such other Person is any of the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower Subsidiaries may merge into or consolidate with any of the Borrowers; provided that such Borrower is the surviving corporation; (iii) any of the Subsidiaries of the Borrowers may merge into or consolidate with any of the Restricted Subsidiaries; provided that the Person so long formed by such merger or consolidation is a Restricted Subsidiary; (iv) any of the Unrestricted Subsidiaries may merge into or consolidate with any of the other Unrestricted Subsidiaries; and (v) any of the Subsidiaries of the Borrowers may merge into or consolidate with any Person; provided that (A) if such Subsidiary is a Restricted Subsidiary, the Person formed by such merger or consolidation shall be a Restricted Subsidiary, (B) if such Subsidiary is a non-wholly owned Domestic Subsidiary, the Person formed by such merger or consolidation shall be a Domestic Subsidiary and (C) if such Subsidiary is a Foreign Subsidiary, the Person formed by such merger or consolidation shall be a Subsidiary of Fox Kids; and provided further that the Person into which or with which such Subsidiary is merging or consolidating (1) shall be engaged in one or more of the existing principal lines of business of the Borrowers and their Subsidiaries, considered as a whole, in the ordinary course and (i2) shall not have any material contingent liabilities (as determined in good faith by the board of directors (or persons performing similar functions) of such Subsidiary). In all cases under this Section 5.02(c), (1) such merger or consolidation shall be effected in compliance with all applicable Requirements of Law, (2) all Governmental Authorizations, and all consents, approvals and authorizations of, notices and filings to or with, and other actions by, any other Person necessary in connection with such merger or consolidation shall have been obtained or made, (3) the Consolidated Net Worth of the Borrower or the Subsidiary thereof that is the surviving entity of such merger shall, after giving pro forma effect to such merger or consolidation, be at least equal to the Consolidated Net Worth of such Borrower or such Subsidiary immediately after prior to giving effect thereto, (4) (x) immediately before and immediately after giving pro forma effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing and (iiy) Parent immediately after giving effect to such merger or consolidation, Fox Kids and its Subsidiaries shall be in pro forma compliance with all of the Borrowercovenants set forth in Section 5.04, such compliance to be determined on the basis of the Consolidated financial statements of Fox Kids and its Subsidiaries or Holdings and its Subsidiaries, as applicable, is most recently delivered to the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws Lenders pursuant to Section 7(i)(i) or 7(i)(ii) of the United States Fox Kids Guarantee or any state thereof Section 5.03(b) or 5.03(c) hereof, respectively, as though such merger or consolidation had been consummated on the first day of the fiscal period covered thereby, and (5) one of the Borrowers shall notify the Administrative Agent of the proposed merger or consolidation at least ten Business Days prior to effecting such merger or consolidation and shall deliver to the Administrative Agent, on behalf of the Lenders, at the time such notice is delivered, a certificate of a Responsible Officer of such Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that assumes all of the obligations requirements set forth in subclauses (1), (2), (3) and liabilities applicable to Parent or the Borrower(4) of this paragraph have been satisfied and, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest case of any merger or consolidation proposed to be effected pursuant to clause (v) of this Section 5.02(c), that all of the matters described in the provisos to such Personclause (v) have been satisfied and, in any event, including a schedule that sets forth in reasonable detail all of the computations used by such Borrower in determining its compliance with such requirements.

Mergers, Etc. Each of Parent and the Borrower 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 Restricted Subsidiaries toto do any of the foregoing, except that: (i) any Subsidiary of the Borrower may merge into or with or consolidate with the Borrower or any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all Subsidiary of the Property Borrower; provided that in the case of Parent and its Restricted Subsidiariesany such merger or consolidation to which the Borrower is a party, taken as a whole, to any other Person, except that:the Borrower shall be the surviving entity; (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (iii) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted of its Subsidiary (other than the Borrower) may merge into or consolidate with any other Person or permit any other than another Group Member if Person to merge into or consolidate with it; provided that (i) in the case of any such Restricted Subsidiary merger or consolidation to which the Borrower is a party, the surviving entity, (ii) such other Person is Borrower shall be the surviving entity and becomes a Restricted Subsidiary contemporaneously with (ii) immediately before and after giving effect to such merger or consolidation consolidation, no Event of Default shall have occurred and complies with Section 8.06 (to the extent applicable) or be continuing; (iii) such as part of any sale, lease, transfer or other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted disposition not prohibited by Section 9.11; (c) subject to Section 9.05(b5.03(e), Parent or any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as (i) or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect theretoto such merger or consolidation, no Default or Event of Default shall have occurred and be continuing continuing; and (iiiv) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws any Subsidiary of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) Borrower may liquidate or dissolve so long as Parent if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker -Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such Persontransaction.

Mergers, Etc. Each of Neither the Parent and the Borrower nor any Restricted Subsidiary will not, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other PersonPerson (any such transaction, except a “consolidation”); provided that: (a) subject to Section 9.05(bany Restricted Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving Person), . (b) any Restricted Subsidiary of the Parent (other than the Borrower) may participate in a consolidation with any other Restricted Subsidiary (other than the Borrower) may be merged into (provided that if a party to such consolidation is a Guarantor or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entityPerson is a Material Subsidiary, then the survivor is either a Guarantor or (ii) another becomes a Guarantor in accordance with Section 8.10(a)), and if one of such Restricted Subsidiaries party to such consolidation is a Wholly-Owned Subsidiary;, then the surviving Person shall be a Wholly-Owned Subsidiary. (bc) any Restricted Subsidiary (other than the Borrower) may merge into dispose of any or consolidate with any Person other than another Group Member if all of its assets (i) such Restricted Subsidiary is to the surviving entity, Borrower or any other Loan Party (other than the Parent) or (ii) such other Person is the surviving entity and becomes pursuant to a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition disposition permitted by Section 9.11; 9.11 (c) subject other than pursuant to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and clause (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan DocumentsSection 9.11(d); and). (d) any Restricted Subsidiary Investment expressly permitted by Section 9.05 or disposition expressly permitted by Section 9.11 (other than any Loan Partypursuant to clause (ii) of Section 9.11(d)) may liquidate be structured as a consolidation (provided that (x) if any such consolidation involves the Borrower, the Borrower shall be the continuing or dissolve so long as Parent determines in good faith that surviving Person and (y) subject to preceding clause (x), if any such liquidation consolidation involves a Guarantor and an Investment, such Guarantor shall be the continuing or dissolution is in the best interest of such surviving Person).

Mergers, Etc. Each of Parent and the Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, merge into directly or with indirectly, become a party to a merger or consolidate with any other Personconsolidation, or sell, lease, transfer or otherwise Dispose of (whether in one transaction all or in a series substantially all of transactions) its assets or all or substantially all of the Property Equity Interests of Parent and its any Restricted SubsidiariesSubsidiary, taken as a wholeor wind-up, to any other Persondissolve, liquidate or divide, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary may merge or consolidate with Borrower so long as Borrower is the surviving entity; (other than b) any Restricted Subsidiary may merge or consolidate with another Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary concurrently therewith) so long as if a Restricted Subsidiary that is a Guarantor (or a Person that becomes a Guarantor concurrently therewith) is involved in such merger or consolidation, such Guarantor is the Borrowersurviving entity; (c) any Restricted Subsidiary may be merged into or consolidated with, or Dispose of all or substantially all of its Property, assets (upon voluntary liquidation or otherwise) to Borrower or to another Restricted Subsidiary; provided that (i) if the Borrower or Parenttransferor in such transaction is a Loan Party, so long as then the Borrower or Parent, as applicable, is the surviving business entity, or transferee must be a Loan Party and (ii) another Restricted Subsidiarythe requirements of Section 7.12 are satisfied; (bd) any Restricted Subsidiary (other than may dissolve if the Borrower decides such dissolution is in the best interest of the Borrower) may merge into or consolidate with ’s business and any Person other than another Group Member if (i) assets of such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (are transferred to the extent applicable) Borrower or (iii) such other Person another Restricted Subsidiary; provided that if the dissolving entity is a Loan Party, then the surviving entity and the merger or consolidation constitutes transferee must be a Disposition permitted by Section 9.11Loan Party; (ce) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, both before and (ii) Parent or after giving effect thereto, any Dispositions permitted under Section 8.8 and any Investments the Borrower, as applicable, purpose of which is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is to effect a Person organized Disposition permitted under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonSection 8.8.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) any Subsidiary of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary the Borrower so long as the Borrower is the surviving entity, Person following such merger or consolidation; (ii) any Subsidiary of the Borrower may merge into or consolidate with another Subsidiary of the Borrower; provided that if any such other Person Subsidiary is a Material Subsidiary or a direct or indirect wholly owned Subsidiary of the Borrower, the surviving entity and becomes a Restricted Subsidiary contemporaneously with Person following such merger or consolidation and complies with Section 8.06 (to shall be a Material Subsidiary or a direct or indirect wholly owned Subsidiary of the extent applicable) or Borrower, as the case may be; (iii) such in connection with any sale, transfer or other Person is the surviving entity and the merger or consolidation constitutes a Disposition disposition permitted by under Section 9.11; 5.02(d) (c) subject to other than Section 9.05(b5.02(d)(i)(C)), Parent or any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as or permit any other Person to merge into or consolidate with it; (iiv) in connection with any acquisition permitted under Section 5.02(e), any Subsidiary may merge into the Borrower; (v) the Borrower may merge into or otherwise consolidate with another Person if either (A) the Borrower is the surviving entity or (B) (1) the surviving entity is organized or existing under the laws of the United States, any state thereof or the District of Columbia, (2) the surviving entity assumes all of the Borrower's Obligations under the Financing Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and (3) the Public Debt Ratings of the surviving entity immediately following such merger or consolidation shall be no worse than the Public Debt Ratings of the Borrower immediately prior to such merger or consolidation; provided, however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is that constitutes a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonDefault.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) any Subsidiary of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary the Borrower so long as the Borrower is the surviving entity, Person following such merger or consolidation; (ii) such other Person is any Subsidiary of the surviving entity and becomes a Restricted Borrower may merge into or consolidate with another Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to of the extent applicable) or Borrower; (iii) such in connection with any sale, transfer or other Person is the surviving entity and the merger or consolidation constitutes a Disposition disposition permitted by under Section 9.11; 5.02(c) (c) subject to other than Section 9.05(b5.02(c)(iii)), Parent or any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as or permit any other Person to merge into or consolidate with it; (iiv) in connection with any acquisition not prohibited under Section 5.02(d), any Subsidiary of the Borrower may merge or consolidate into the Borrower; and (v) the Borrower may merge into or otherwise consolidate with another Person if either (A) the Borrower is the surviving entity or (B) (1) the surviving entity is organized or existing under the laws of the United States, any state thereof or the District of Columbia, (2) the surviving entity assumes all of the Borrower’s Obligations under the Financing Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and (3) any class of non-credit enhanced long-term senior unsecured debt issued by the surviving entity immediately following such merger or consolidation shall be at least “BBB-” by S&P, “Baa3” by Xxxxx’x and “BBB-” by Fitch; provided, however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is that constitutes a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.Default

Mergers, Etc. Each of Parent and the Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries to, merge into directly or with indirectly, become a party to a merger or consolidate with any other Personconsolidation, or Dispose of (whether in one transaction purchase or in a series of transactions) otherwise acquire all or substantially all of the Property assets of Parent and its Restricted Subsidiariesany Person (other than Borrower in accordance with Section 8.6) or any shares or other evidence of beneficial ownership of any Person, taken as a wholeor windup, to any other Persondissolve or liquidate, except that: (ai) subject to Section 9.05(b)in any twelve-month period, Borrower may acquire equity or assets of one or more other mortgage companies (x) in any Restricted Subsidiary single transaction involving payment by Borrower and its Affiliates of (other A) no more than the Borrower) may be merged into or consolidated with[***], or Dispose (B) more than [***] provided that Borrower obtains Administrative Agent’s prior written consent to any such proposed larger single transaction, which consent may not be unreasonably withheld, or (y) in multiple transactions involving payments of all (A) no more than [***] in the aggregate, or substantially all of its Property(B) more than [***] in the aggregate provided that Borrower obtains Administrative Agent’s prior written consent to such larger aggregate multiple transactions, to which consent may not be unreasonably withheld; (iii) the any Subsidiary may merge or consolidate with Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (diii) any Restricted Subsidiary (other than any Loan Party) may liquidate merge or dissolve consolidate with another Subsidiary so long as Parent determines if a Subsidiary that is a Guarantor is involved in good faith that such liquidation merger or dissolution consolidation, such Guarantor is in the best interest of such Personsurviving entity.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) any Subsidiary of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with formed by such merger or consolidation and complies with Section 8.06 shall be a direct or indirect wholly owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor (except to the extent applicable) or (iii) such other Person is that the surviving entity and the Person in a merger or consolidation constitutes a Disposition permitted by pursuant to Section 9.115.02(d)(iv) is or becomes the Borrower); (cii) subject to in connection with any acquisition permitted under Section 9.05(b5.02(f), Parent or any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as (ior permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and the provisions of Section 5.01(i) immediately after giving effect thereto, no Default or Event of Default shall have occurred been complied with; (iii) in connection with any sale or other disposition (which takes the form of a merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) upon at least 30 days’ prior written notice to the Administrative Agent and be continuing and the Lenders, the Borrower may merge into or consolidate with CBOCS; provided that, in the case of any such merger or consolidation, (iiA) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control company shall have occurred, become the surviving entity is a Person organized under “Borrower” hereunder and shall assume the laws Obligations and duties of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, Borrower under this Agreement and the each other Loan Documents)Document, (B) the surviving company shall be a public company, (C) the surviving company shall execute and/or deliver any documents, opinions and other items as may be reasonably requested by the Administrative Agent and the Lenders and (D) the Administrative Agent and the Required Lenders shall be reasonably satisfied with the capital structure of the surviving company and its subsidiaries; and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith provided, however, that such liquidation or dissolution is in the best interest case of any such Personmerger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose 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 transactions) all or substantially all of the Property of Parent the Borrower and its Restricted Subsidiaries, Subsidiaries taken as a whole, whole to any other PersonPerson (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than if at the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity time thereof and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing and continuing, (iii) Parent any Person (other than an Unrestricted Subsidiary) may merge with or into the Borrower, as applicable, Borrower in a transaction in which the Borrower is the surviving business entity (or, so long as corporation and no Change in Control shall have occurredresults, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (dii) any Restricted Subsidiary of the Borrower may merge with or into any other Restricted Subsidiary of the Borrower, (other than iii) any Loan PartyRestricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or 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 liquidate or dissolve so long as Parent if the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such Person\ merger or Division involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger or Division shall not be permitted unless also permitted by Section 9.05.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with Merge or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or a substantial part of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (a) any Subsidiary of the Company may merge into, consolidate with or dispose of assets to the Company or any other Subsidiary of the Company; provided that if a Loan Party disposes of substantially all of its assets to a Subsidiary that is not a Loan Party, the Property Subsidiary that is the transferee of Parent and its Restricted Subsidiariessuch assets shall expressly assume the obligations of the Loan Party hereunder, taken as a whole, to (b) the Company may merge with any other Person so long as the Company is the surviving Person, except that: (ac) subject to Section 9.05(b)the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of assets in a transaction (including a transfer of assets through a merger or consolidation) with any Restricted other Person that is not a Subsidiary, if the assets so disposed contributed less than 15% of Operating Earnings for the fiscal year then most recently ended, (d) a Person that is not a Subsidiary (other than the Borrower) may be merged into or consolidated with, with the Company or Dispose of all or substantially all of its Property, to any Subsidiary and (ie) the Borrower or Parent, Company may consummate the Irish Reorganization so long as the Borrower or Parent, entity remaining as applicable, is a result of the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than Irish Reorganization expressly assumes all obligations of the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity Company under this Agreement pursuant to an assignment and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation assumption agreement in form and complies with Section 8.06 (substance reasonably satisfactory to the extent applicable) or Agent, and in connection therewith shall deliver to the Agent such legal opinions, certificates and other documents as the Agent may reasonably request (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject Agent shall promptly distribute such opinions, certificates and documents to Section 9.05(bthe Lenders); provided, Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect theretoin each case, that no Default or Event of Default shall have occurred and be continuing and (ii) Parent or at the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest time of such Personproposed transaction or would result therefrom.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into or consolidate with it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than of the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or Subsidiaries of the Borrower may merge into or consolidate with any of the Restricted Subsidiaries; provided that the Person so long formed by such merger or consolidation is a Restricted Subsidiary; (iii) any of the Unrestricted Subsidiaries may merge into or consolidate with any of the other Unrestricted Subsidiaries; (iv) in connection with any purchase or other acquisition of Equity Interests in, or property and assets of, any Person permitted under Section 5.02(e)(vi) or 5.02(e)(vii), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (A) if such Subsidiary is a Restricted Subsidiary, the Person formed by such merger or consolidation shall be a Restricted Subsidiary, (B) if such Subsidiary is a non-wholly owned Domestic Subsidiary, the Person formed by such merger or consolidation shall be a Domestic Subsidiary and (C) if such Subsidiary is a Foreign Subsidiary, the Person formed by such merger or consolidation shall be a Subsidiary of the Borrower; and provided further that the Person with which such Subsidiary is merging or consolidating (1) shall be engaged in substantially the same lines of business as one or more of the businesses of the Borrower and its Subsidiaries in the ordinary course and (i2) shall not have any contingent liabilities that could reasonably be expected to be material to the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction, and in each other case, by a Senior Financial Officer); and (v) in connection with any sale, transfer or other disposition of all or substantially all of the Equity Interests in, or the property and assets of, any Person permitted under Section 5.02(d)(vii) or 5.02(d)(viii), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it. In all cases under this Section 5.02(c), (x) such merger or consolidation shall be effected in compliance with all applicable Requirements of Law, (y) all Governmental Authorizations, and all consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with such merger or consolidation shall have been obtained or made and (z) immediately before and immediately after giving pro forma effect theretoto such merger or consolidation, no Default or Event of Default shall have occurred and be continuing and continuing. In addition, in the case of any merger or consolidation effected pursuant to clause (iiiv) Parent or the Borrower(v) of this Section 5.02(c), as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurredimmediately after giving effect to such merger or consolidation, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes Borrower and its Subsidiaries shall be in pro forma compliance with all of the obligations and liabilities applicable covenants set forth in Section 5.04, such compliance to Parent or be determined on the Borrower, as applicable, under this Agreement basis of the Required Financial Information most recently delivered to the Administrative Agent and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate Lender Parties as though such merger or dissolve so long consolidation had been consummated as Parent determines in good faith that such liquidation or dissolution is in of the best interest first day of such Personthe fiscal period covered thereby.

Mergers, Etc. Each of Parent and the Borrower will The Obligors shall not, and will shall not permit any of its the other Restricted Subsidiaries to, merge enter into any transaction of merger or with consolidation or consolidate with any other Personamalgamation, or Dispose convey, sell, lease, sell and lease back, dispose of (whether or otherwise transfer, in one transaction or in a series of transactions) , all or substantially all of the Property business or property of Parent any Obligor and its Restricted Subsidiaries, Subsidiaries taken as a whole, to except that, notwithstanding the foregoing provisions of this Section, any of the Obligors and the other PersonRestricted Subsidiaries may enter into any such transaction with another corporation, except provided that: (a) subject such transaction constitutes an Investment in an Unrestricted Entity or Foreign Subsidiary or the Linden Joint Venture permitted pursuant to Section 9.05(b6.07(e), (f) or (i), as applicable; or (b) all of the following shall be true: (i) if any Restricted Subsidiary Borrower is a party to such transaction, such Borrower (or any other Borrower) shall be the surviving corporation and such transaction shall not involve a Disposition of all or substantially all of the assets of such Borrower; (ii) if such transaction is a merger, consolidation, amalgamation or other corporate restructuring, the surviving corporation is a corporation organized and existing under the laws of the United States of America, a State thereof or the District of Columbia; (iii) if such transaction is a merger, consolidation, amalgamation or other corporate restructuring and the surviving corporation is not an Obligor, such surviving corporation expressly assumes, by an agreement satisfactory in form and substance to the Required Lenders (which agreement may require the delivery of opinions of counsel reasonably requested and satisfactory to the Required Lenders), the obligations under this Agreement (including provision of collateral security) and, as applicable, the other Credit Documents of the members of the Chemco Group that are the subject of such transaction; and (iv) immediately after giving effect to such transaction, (x) no Default shall have occurred and be continuing, (y) no Default would have occurred and be continuing under Section 6.11, as determined on the basis of pro forma financial statements in respect of the fiscal periods referred to in, and then applicable for determining compliance with, Section 6.11 as if such transaction had been consummated as of the first day of such Fiscal Quarter in which such transaction shall have occurred and (z) Adjusted Net Worth shall equal or exceed Adjusted Net Worth immediately prior to giving effect to such transaction. Upon the transfer by any other member of the Chemco Consolidated Group (other than the Borrowera Foreign Subsidiary) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, assets to (i) another Person and the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) assumption by such other Person is of such transferring member's obligations pursuant to this clause (b), unless such transferring member shall, at the surviving entity time of such transfer, by an agreement satisfactory in form and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (substance to the extent applicable) or (iii) such other Person is Required Lenders, agree to continue to be liable for the surviving entity performance of its obligations hereunder and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable other Credit Documents, if any, it shall be deemed to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that have been released from such liquidation or dissolution is in the best interest of such Personobligations.

Mergers, Etc. Each of Parent and the Borrower It will not, and nor will not it permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted or permit any Person to merge into it, except that any direct or indirect Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower of Fresh Produce may merge into or consolidate with Fresh Produce or any other Subsidiary (direct or indirect) of Fresh Produce, but only if: (a) in the case of any such consolidation of a Wholly-Owned Subsidiary of any Borrower and any other Subsidiary, the Person so long as formed by such consolidation shall be a Wholly-Owned Subsidiary of such Borrower; (b) in the case of any such consolidation of any other Subsidiary of a Borrower, the Person formed by such consolidation shall be a Subsidiary of such Borrower; (c) if a Borrower is a party to such merger or consolidation and (i) is not the surviving Person of any such merger, or (ii) is a party to any such consolidation, the surviving Person of such merger or Person formed by such consolidation, as the case may be, shall assume, in a manner reasonably satisfactory to the Required Lenders, the obligations of such Borrower under the Loan Documents to which such Borrower was a party; (d) if a Loan Party is a party to such merger or consolidation and (i) is not the surviving Person of any such merger, or (ii) is a party to any such consolidation, the surviving Person of such merger or Person formed by such consolidation, as the case may be, shall assume, in a manner reasonably satisfactory to the Required Lenders, the obligations of such Loan Party under the Loan Documents to which such Loan Party was a party; and (e) if the surviving Person of such merger is a Material Subsidiary, the Administrative Agent receives the documents required to be delivered pursuant to Section 5.15 hereof; provided, however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing that constitutes a Default and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control Administrative Agent shall have occurred, received written notice of any such merger or consolidation not later than 30 days (or such longer period as may be acceptable to the surviving entity is Administrative Agent) after the effectiveness thereof if such merger or consolidation involves a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) . Fresh Produce shall not, and shall not permit any Subsidiary to, liquidate or dissolve itself or otherwise wind up its business, except any Subsidiary may liquidate or dissolve so long as Parent determines if all of its assets are transferred to Fresh Produce or another Subsidiary in good faith that compliance with Section 6.5(e) hereof (provided the Administrative Agent receives 30 days' prior written notice if such liquidation or dissolution Subsidiary is in the best interest of such Persona Loan Party).

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person so long as formed by such merger or consolidation shall be a Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; (iii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a Subsidiary of the Borrower; (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iv) any of the Borrower's Subsidiaries may merge into the Borrower; and (v) any Person may merge into the Borrower; provided, however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing that constitutes a Default and in the case of any such merger to which the Borrower is a party, (i) the Borrower is the surviving corporation and (ii) Parent or except as permitted by Section 5.02(f)(vii), such merger does not adversely affect the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws existing rating of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, Debt under this Agreement by S&P and Xxxxx'x or the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonPublic Debt Rating.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with Merge or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiariesassets (whether now owned or hereafter acquired), taken as a wholeto, to any other Person, or permit any of its Material Subsidiaries to do so, except that: that (ai) subject to Section 9.05(b), any Restricted Material Subsidiary of Holdings (other than the a Borrower) may be merged into merge or consolidated withconsolidate with or into, or Dispose convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of Holdings, so long as, if any party to such transaction is a Material Domestic Subsidiary, the transferee or surviving corporation is a Material Domestic Subsidiary, (ii) any Material Subsidiary of Holdings (other than a Borrower) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, Holdings, (iii) any Material Subsidiary of Holdings (other than a Borrower) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its Propertyassets (including Equity Interests in one or more of its Subsidiaries) to, to (i) the Borrower or Parent, any other Person so long as as, unless such other Person shall become a Subsidiary of Holdings after giving effect to such transaction, Holdings delivers to the Borrower or ParentAdministrative Agent a certificate demonstrating compliance on a Pro Forma Basis with Section 7.09 after giving effect to such transaction, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (biv) any Restricted Material Subsidiary of Holdings (other than the a Borrower) may merge into or consolidate with or into any other Person other than another Group Member if (i) so long as such Restricted Material Subsidiary is the surviving entity, entity (ii) such other Person is or the surviving entity Person shall become a Material Subsidiary of Holdings after giving effect to such transaction) and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicablev) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the any Borrower may merge into or consolidate with or into any other Person so long as such Borrower is the surviving entity; provided, in the case of clauses (iiii) immediately after giving effect theretoor (v) above, that no Default or Event of Default shall have occurred and be continuing and (ii) Parent or at the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest time of such Personproposed transaction or would result therefrom. Without limiting the generality of Section 6.11, if any Person shall, after giving effect to any transaction permitted by this Section 7.02, be or become a Material Domestic Subsidiary, it shall comply with the provisions of Section 6.11, and such Person shall constitute a Material Subsidiary with respect to the incurrence of Debt or Liens in connection with, or simultaneously with, such transaction.

Mergers, Etc. Each of Parent and Neither the Borrower will not, and will not permit nor any of its Restricted Subsidiaries to, will merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiariestheir Property, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b)any Subsidiary may merge or consolidate with: (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries, provided that (A) when any Restricted Subsidiary is merging with any other Subsidiary, the continuing or surviving Person (unless such surviving Person is designated an Unrestricted Subsidiary hereunder) shall be a Restricted Subsidiary and (B) when any Guarantor is merging with any other Subsidiary, (1) the continuing or surviving Person shall be, or substantially concurrently therewith become, a Guarantor or (2) the transaction must be permitted as an Investment under Section 9.05; provided that in the event such Subsidiary merging into the Borrower and one or more other Subsidiaries is an Unrestricted Subsidiary, such Subsidiary must be able to be designated as a Restricted Subsidiary pursuant to the proviso of Section 8.16(c) at the time of such merger or consolidation. (i) any Restricted Subsidiary may merge or consolidate with any other Person that is not the Borrower or a Subsidiary in a transaction in which such Restricted Subsidiary is the surviving or continuing Person in connection with an Investment permitted under Section 9.05; or (ii) the Borrower may merge or consolidate with any other Person that is not a Subsidiary in a transaction in which the Borrower is the surviving or continuing Person in connection with an Investment permitted under Section 9.05; provided, that the Borrower may not, in any event, be organized in any jurisdiction other than the United States of America, any State thereof or the District of Columbia; or (iii) the Borrower may merge or consolidate with an Affiliate solely for the purpose of (A) reincorporating the Borrower in another jurisdiction; and/or (B) creating a holding company above it that is the direct parent of Borrower and which is organized in any State of the United States of America or the District of Columbia; provided that, (1) concurrently with any such event, such holding company shall guarantee the Indebtedness and pledge its Equity Interests in the Borrower; however such guarantee and pledge shall not be required if such actions are not permitted under the Second Lien Documents in respect of the Existing Second Lien Facility or are subject to a consent from the lenders thereunder which cannot be obtained; provided further that, in case of clause (A) and clause (B), the Borrower may not, in any event, be merged into organized in or consolidated withmerge with a surviving Person that is organized in, any jurisdiction other than the United States of America, any State thereof or the District of Columbia ; or (iv) the Borrower may merge or consolidate with any other Person that is not a Subsidiary in a transaction where the Borrower is not the surviving or continuing Person in connection with an Investment permitted under Section 9.05 if (A) the surviving Person is organized in the United States of America, any State thereof or the District of Columbia (such surviving Person, the “Successor Borrower”), (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) no Borrowing Base Deficiency or Event of Default has occurred and is continuing at the date of such merger or consolidation or would immediately result from such consummation of such merger or consolidation, (D) the Successor Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant after giving effect to such merger, amalgamation or consolidation, (E) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guaranty and Pledge Agreement confirmed that its guarantee thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (F) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Loan Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (G) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (H) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any supplements to the Loan Documents preserve the enforceability of the guarantee under the Guaranty and Pledge Agreement and the perfection and priority of the Liens under the Security Documents, and (I) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Document (it being understood that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement). (c) any Restricted Subsidiary may Dispose of all or substantially all of its PropertyProperty (upon voluntary liquidation or otherwise) to Holdings, the Borrower or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Restricted Subsidiary, then the transferee must either be the Borrower or Parentanother Restricted Subsidiary (unless such Disposition would otherwise be permitted as an Investment in an Unrestricted Subsidiary or is otherwise permitted under Section 9.05) and (ii) if the transferor is a Loan Party, so long as then (A) the transferee must either be the Borrower or Parent, as applicable, is the surviving business entity, be a Subsidiary Guarantor or substantially concurrently with such Disposition become a Subsidiary Guarantor or (iiB) another Restricted Subsidiarythe Disposition must be permitted as an Investment under Section 9.05; (bd) the Borrower and the Restricted Subsidiaries may Dispose of Property to any Person (other than a Subsidiary) that is permitted pursuant to Section 9.08; (e) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent if (A) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and (B) to the extent such Restricted Subsidiary is a Loan Party, any assets of such PersonRestricted Subsidiary not otherwise transferred or Disposed of in accordance with Section 9.05 or Section 9.08, such assets shall be transferred to the Borrower or a Subsidiary Guarantor after giving effect to such liquidation or dissolution; and (f) the Borrower and its Restricted Subsidiaries may consummate the Transactions.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit - any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Restricted Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person so long formed by such merger or consolidation shall be a Wholly-Owned Restricted Subsidiary; provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be, is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be; (iii) any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that either (A) such Restricted Subsidiary shall be a special purpose holding company (with no operating or other material assets, other than cash Investments made pursuant to clause (vi), (vii) or (x) of Section 5.2(f)) established for the purpose of such merger or consolidation or (B) the Person surviving such merger, (x) if a Domestic Subsidiary, shall be a Wholly-Owned Restricted Subsidiary and (y), if a Foreign Subsidiary, shall be a Restricted Subsidiary, at least 90% of the Equity Interest in which are owned directly or indirectly by the Borrower; provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be, is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be; and (iii) any Restricted Subsidiary may merge into another Person in connection with the disposition of all its assets to the extent permitted under Section 5.2(e); provided, however, that in each case, immediately before and after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or that constitutes a Default and, in the Borrowercase of any such merger to which the Borrower is a party, as applicable, the Borrower is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personcorporation.

Mergers, Etc. Each of Parent and the Borrower will not, and will not Merge or consolidate with or into (or permit any of its Restricted Subsidiaries toto do so), merge into or, in the case of the Guarantor, convey, transfer, lease or with or consolidate with any other Person, or Dispose otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property consolidated assets of Parent the Guarantor and its Restricted Subsidiaries, Subsidiaries taken as a whole, to any other Person, except that: (ai) subject to Section 9.05(b), any Restricted Subsidiary (other than of the Borrower) Guarantor may be merged into merge or consolidated withconsolidate with or into, or Dispose convey, transfer, lease or otherwise dispose of all or substantially all of its Propertyproperty and assets to, to any other Person so long as, in the case of a merger or consolidation involving a Person that is a Credit Party, the requirements of clause (iii) below are satisfied; (ii) any Credit Party may merge or consolidate with any other Person (including, without limitation, any of its Subsidiaries) so long as such Credit Party is the surviving entity; (iii) the Borrower solvent liquidation or Parent, reorganization of any member of the Group which is not a Credit Party is permitted so long as any payments or assets distributed as a result of such liquidation or reorganization are distributed to any other member of the Group; and (iv) any Credit Party may merge or consolidate with any other Person so long as the Borrower or Parentsurviving entity has the obligations expressed to be assumed by the relevant Credit Party hereunder and legal opinions in form and content satisfactory to the Lender have been delivered to it; provided, as applicable, is in the surviving business entity, or case of clauses (ii) another Restricted Subsidiary; and (biv) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entityabove, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, that no Default or Event of Default shall have occurred and be continuing and (ii) Parent or at the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest time of such Personmerger, consolidation, conveyance, transfer, lease or disposition, or shall occur as a result thereof.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with Merge or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiariesassets (whether now owned or hereafter acquired) to, taken as a whole, to any other Person, except thatexcept: (ai) subject to (A) any Wholly-Owned Subsidiary of the Company may be merged, amalgamated or consolidated with or into the Company (provided that the Company shall be the continuing or surviving entity) or (B) any Wholly-Owned Subsidiary of the Company may be merged, amalgamated or consolidated with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Company shall comply with Section 9.05(b5.01(j) in connection therewith); (ii) (A) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any Restricted other Subsidiary and (other than the BorrowerB) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged into merged, amalgamated or consolidated withwith or into, or Dispose be liquidated into, any other Domestic Subsidiary; (iii) any Subsidiary of the Company may dispose of all or substantially all of its Propertyassets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Company or any Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (iA) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Subsidiary and (B) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Domestic Subsidiary; (v) any Subsidiary of the Borrower Company may merge with or Parentinto any Person; provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Guarantor, (x) a Guarantor shall be the continuing or surviving entity; (y) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Company shall comply with Section 5.01(j) in connection therewith or (z) after giving effect to such merger, the surviving entity is not a Subsidiary of the Company and no longer a Guarantor; (vi) any merger, consolidation, transfer or disposition that is the direct result of the Purdue Transaction; and (vii) any Guarantor may dispose of all or substantially all of its assets to any other Person that is not the Company or any other Guarantor; provided that at the time of such disposition, the Company is in pro forma compliance with each of the financial covenants set forth in Section 5.03 after giving effect to such disposition; provided that the Company may merge or consolidate with any other Person so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person Company is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, provided further that no Default or Event of Default shall have occurred and be continuing and (ii) Parent or at the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest time of such Personproposed transaction or would result therefrom.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to that (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Non-Guarantor Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower or any other Subsidiary of the Borrower, any Guarantor Subsidiary may merge into or consolidate with the Borrower or any other Guarantor Subsidiary, and any Person so long may merge into or consolidate with the Borrower or any Subsidiary of the Borrower as part of any Permitted Acquisition, provided that (iA) in the case of any such merger or consolidation 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 party, the Company shall be the surviving corporation (unless the Borrower is the surviving corporation), (C) in the case of any such merger or consolidation involving one or more Guarantor Subsidiaries and one or more Non-Guarantor Subsidiaries or other Persons, the surviving corporation shall be a Guarantor Subsidiary (or, if the Borrower is a party to such merger or consolidation, the Borrower), (D) the Person formed by or surviving any such merger or consolidation (if other than the Borrower) shall be a direct or indirect Wholly-Owned Subsidiary of the Borrower, (E) immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing that constitutes a Default, and (F) in the case of any such merger or consolidation of a Non-Guarantor Subsidiary into the Borrower or the Company, the amount of such Non-Guarantor Subsidiary's total liabilities (including, without limitation, the probable liability with respect to contingent liabilities) shall not exceed the fair market value of such Non-Guarantor Subsidiary's total assets by an amount in excess of $10,000,000 at the time of such merger or consolidation, and (ii) Parent 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, as applicable, is shall be deemed to be a merger of such Non-Guarantor Subsidiary into the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States Borrower or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrowersuch other Subsidiary, as applicablethe case may be, under for purposes of this Agreement Section 5.02(c), and shall be subject to the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personprovisions set forth above.

Mergers, Etc. Each of Parent and the Borrower The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other PersonPerson (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; except that: that (a) subject to Section 9.05(b)any Guarantor may merge with or dissolve into any other Guarantor, (b) the Company may merge with any Restricted Subsidiary (other than the Borrower) or such Subsidiary may be merged dissolved into the Company) so long as the Company is the survivor (or consolidated withthe requirem ents of cla use (f)(i)(B) , or Dispose cla use (f)(ii) and clause (f)(iv) below are satis fied) , (c) any Subsidiary may dispose of all or substantially all of its Propertyassets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary, to and may thereafter liquidate or dissolve if applicable; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Company or a Guarantor and, (d) the Company or any Subsidiary may dispose of all of the Equity Interests of any Subsidiary in accordance with Section 4.37., (e) any Investm ent (includ ing any acquisition) that would otherw ise be permitt ed under Section 4.30 may be stru ctured as a merg er or xxxxxxx dation and (f) the Compa ny may merge or consolida te with anothe r Person as long as: (i) either: (A) the Borrower or Parent, so long as the Borrower or Parent, as applicable, Company is the surviving business entity, Person; or (iiB) another Restricted Subsidiary; the Person formed by or surviving any such consolidation or merger (b) any Restricted Subsidiary (if other than the BorrowerCompany) may merge into is an entity organized or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any state thereof that such consolidation or merger (if other than the Company) assumes all the obligations of the obligations Company under the Notes and liabilities applicable this Indenture pursuant to Parent or agreements reasonably satisfactory to the BorrowerTrustee; (iii) immediately after such transaction, as applicable, under this Agreement and the other Loan Documents)no Event of Default exists; and (div) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such liquidation consolidation, merger or dissolution is in disposition and such supplemental indenture, if any, comply with the best interest terms of such Personthis Indenture.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other PersonPerson (whether now owned or hereafter acquired) (any such transaction, except a “consolidation”) or liquidate or dissolve; provided that: (a) subject to Section 9.05(b)the Borrower or any Subsidiary may participate in a consolidation with another Person if (i) no Default is continuing, (ii) any Restricted such consolidation would not cause a Default hereunder, (iii) if the Borrower consolidates with any Person, the Borrower shall be the surviving Person, and (iv) if any Subsidiary (other than the Borroweran Immaterial Subsidiary) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to consolidates with any Person (i) other than the Borrower or Parent, so long as the Borrower or Parent, as applicable, another Subsidiary) and such Subsidiary is not the surviving business entityPerson, or such surviving Person shall expressly assume in writing (iiin form and substance satisfactory to the Administrative Agent) another Restricted Subsidiaryall obligations of such Subsidiary under the Loan Documents; (b) any Restricted Subsidiary (other than the Borrowerincluding a Foreign Subsidiary or an Immaterial Subsidiary) may merge into participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or consolidate with surviving Person) or any Person other than another Group Member Subsidiary that is a Domestic Subsidiary (provided that if (i) one of such Restricted parties to the consolidation is a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person, if one of such Subsidiaries is a Wholly-Owned Subsidiary, then the surviving entityPerson shall be a Wholly-Owned Subsidiary, and if one (iibut not all) of such other Person is Subsidiaries are Immaterial Subsidiaries, then the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11shall not be an Immaterial Subsidiary); (c) subject to Section 9.05(b), Parent or any Foreign Subsidiary of the Borrower may merge into or consolidate participate in a consolidation with any Person so long as (i) immediately after giving effect thereto, no Default one or Event more Foreign Subsidiaries; provided that if one of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, such Foreign Subsidiaries is the surviving business entity (or, so long as no Change in Control shall have occurreda Wholly-Owned Subsidiary, the surviving entity is survivor shall be a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents)Wholly-Owned Subsidiary; and (d) any Restricted Immaterial Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Persondissolve.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate or amalgamate with any Person or permit any Person to merge into or consolidate or amalgamate with it, and will not or permit any of its Restricted Subsidiaries toto do so, except that: (i) any Subsidiary of either Borrower may merge into or amalgamate with or consolidate with any other PersonSubsidiary of such Borrower; provided that, in the case of any such merger, amalgamation or Dispose of (whether in one transaction or in consolidation involving a series of transactions) all or substantially all of Subsidiary, the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with formed by such merger or consolidation and complies with Section 8.06 (to or the extent applicable) or (iii) amalgamated entity shall be a wholly-owned Subsidiary of such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11Borrower; (cii) subject to Section 9.05(b), Parent or the any Subsidiary of either Borrower may merge into or amalgamate with or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default such Borrower; provided that such Subsidiary shall have occurred no Debt, other than Debt permitted to be incurred by such Borrower under Section 5.02(b) and provided further such Borrower shall be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States in any such merger or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents)consolidation; and (diii) in connection with any Restricted acquisition permitted under Section 5.02(e), the U.S. Borrower or any Subsidiary may merge into or amalgamate with or consolidate with any other Person or permit any other Person to merge into or amalgamate with or consolidate with it; provided that (A) the Person surviving such merger, amalgamation or consolidation shall be the U.S. Borrower or a Subsidiary, as the case may be, or shall assume all obligations of the U.S. Borrower or such Subsidiary, as the case may be, under the Loan Documents in a manner reasonably satisfactory to the Administrative Agent, (B) such merger, amalgamation or consolidation shall not result in a Change of Control, (C) immediately after such transaction no Event of Default or Default exists and (D) the Person surviving such merger or consolidation or the amalgamated entity shall have no Debt other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonDebt permitted to be incurred under Section 5.02(b).

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) any Subsidiary of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary the Borrower so long as the Borrower is the surviving entity, Person following such merger or consolidation; (ii) any Subsidiary of the Borrower may merge into or consolidate with another Subsidiary of the Borrower; provided that if any such other Person Subsidiary is a Material Subsidiary or a direct or indirect wholly owned Subsidiary of the Borrower, the surviving entity and becomes a Restricted Subsidiary contemporaneously with Person following such merger or consolidation and complies with Section 8.06 (to shall be a Material Subsidiary or a direct or indirect wholly owned Subsidiary of the extent applicable) or Borrower, as the case may be; (iii) such in connection with any sale, transfer or other Person is the surviving entity and the merger or consolidation constitutes a Disposition disposition permitted by under Section 9.11; 5.02(d) (c) subject to other than Section 9.05(b5.02(d)(i)(C)), Parent or any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as or permit any other Person to merge into or consolidate with it; (iiv) in connection with any acquisition permitted under Section 5.02(e), any Subsidiary may merge into the Borrower; (v) the Borrower may merge into or otherwise consolidate with another Person if either (A) the Borrower is the surviving entity or (B) (1) the surviving entity is organized or existing under the laws of the United States, any state thereof or the District of Columbia, (2) the surviving entity assumes all of the Borrower’s Obligations under the Financing Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and (3) the Public Debt Ratings of the surviving entity immediately following such merger or consolidation shall be no worse than the Public Debt Ratings of the Borrower immediately prior to such merger or consolidation; provided, however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is that constitutes a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonDefault.

Mergers, Etc. Each of The Parent and the Borrower Group will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose sell, lease or otherwise dispose of (whether in one transaction or in a series of transactionstransactions and including by division of such Person) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person (including by division of such Person), except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into with the Borrower (provided that the Borrower shall be the continuing or consolidate surviving entity in any such transaction) or any other Restricted Subsidiary (provided that a Subsidiary Guarantor shall be the continuing or surviving entity in any such transaction involving a Subsidiary Guarantor), and any Restricted Subsidiary may divide so long as each Person created as a result of such division becomes a Guarantor in accordance with Section 8.13 if such Restricted Subsidiary was a Guarantor at the time of such division; (b) any member of the Parent Group may merge with any Person other than another Restricted Subsidiary so long as any member of the Parent Group Member if is the survivor (provided that the Borrower shall be the continuing or surviving entity in any such transaction involving the Borrower); (c) any Restricted Subsidiary may consummate any merger, consolidation or sale the purpose of which is to effect (i) such Restricted Subsidiary is the surviving entity, a sale permitted pursuant to Section 9.12 or (ii) such other an Investment permitted pursuant to Section 9.05 (in each case of clause (ii), so long as the continuing or surviving Person is the surviving entity and becomes a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall be in compliance with the requirements of Section 8.13 without giving effect to any times for compliance set forth therein; provided that if a Subsidiary contemporaneously with Guarantor is party to such merger or consolidation and complies with Section 8.06 (to is not the extent applicable) continuing or (iii) surviving Person in such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurredconsolidation, the surviving entity is Person shall become a Person organized under Subsidiary Guarantor in compliance with the laws requirements of the United States or Section 8.13 without giving effect to any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (dtimes for compliance set forth therein);(d) any Restricted Subsidiary (other than any Loan Partythe Borrower) may liquidate consummate a merger with a newly-formed shell entity, the sole purpose of which is to reincorporate or dissolve reorganize in another jurisdiction in the United States, so long as Parent determines (i) the continuing or surviving Person is a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall be in good faith compliance with the requirements of Section 8.13 without giving effect to any times for compliance set forth therein; provided that if a Subsidiary Guarantor is party to such liquidation merger and is not the continuing or dissolution is surviving Person in such merger, the best interest surviving Person shall be in compliance with the requirements of Section 8.13 without giving effect to any times for compliance set forth therein, (ii) the Administrative Agent shall have provided its prior written consent to such Person.merger and (iii) such Person delivers any applicable information requested by the Administrative Agent or any Lender under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and

Mergers, Etc. Each of Parent and the Borrower 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 its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo 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) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the BorrowerAGCO Acceptance Corporation) of AGCO may merge into or consolidate with any Person other Restricted Subsidiary (other than another Group Member or AGCO Acceptance Corporation) of AGCO or any other Person to consummate an Investment permitted by Section 7.8 or 7.9, but only if (i) the Person surviving such merger, or the Person formed by such consolidation, shall be a Restricted Subsidiary is the surviving entityof AGCO, (ii) such other Person if a Loan Party is the surviving entity and becomes a Restricted Subsidiary contemporaneously with party to such merger or consolidation and complies with Section 8.06 (x) the surviving corporation of any such merger is not a Loan Party, or (y) is a party to any such consolidation, the surviving corporation or Person formed by such consolidation, as the case may be, shall assume, in a manner reasonably satisfactory to the extent applicable) or Required Lenders, the obligations of such Loan Party under the Loan Documents to which such Loan Party was a party, and (iii) if the surviving Person of such merger is a Material Subsidiary, the Administrative Agent receives the documents required to be delivered pursuant to Section 5.15 hereof; (b) any of AGCO's Restricted Subsidiaries (other Person than Xxxxxx Xxxxxxxx Corp. or a Foreign Subsidiary) may merge into AGCO so long as AGCO is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; corporation; (c) subject to Section 9.05(b), Parent or the Borrower any Subsidiary that is not a Restricted Subsidiary may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred other Subsidiary that is not a Restricted Subsidiary; and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) 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 shall not permit any Restricted Subsidiary to (other than a Dormant Subsidiary), liquidate or dissolve itself or otherwise wind up its business, except any Restricted Subsidiary (other than any Loan PartyXxxxxx Xxxxxxxx Corp.) may liquidate or dissolve so long as Parent determines if all of its assets are transferred to AGCO or another Restricted Subsidiary in good faith that compliance with Section 7.7(e) hereof (provided the Administrative Agent receives thirty (30) days' prior written notice if such liquidation or dissolution Restricted Subsidiary is in the best interest of such Persona Loan Party).

Mergers, Etc. Each With the exception of Parent and the Merger, neither the ------------ Borrower nor any Restricted Subsidiary will not, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, or assets to any other PersonPerson (any such transaction, except a "consolidation"); provided that: (a) subject to Section 9.05(b), the Borrower or any Restricted Subsidiary may participate in a consolidation with any other Person; provided that (i) no Default or Event of Default is continuing, (ii) any such consolidation would not cause a Default or Event of Default hereunder, (iii) if the Borrower consolidates with any Person, the Borrower shall be the surviving Person, (iv) if any Restricted Subsidiary consolidates with any Person (other than the BorrowerBorrower or a Restricted Subsidiary) may be merged into or consolidated withand such Restricted Subsidiary is not the surviving Person, or Dispose such surviving Person shall expressly assume in writing (in form and substance satisfactory to the Administrative Agent) all obligations of all or substantially all of its Property, to such Restricted Subsidiary under the Loan Documents and (iiv) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted SubsidiaryBorrowing Base will be redetermined in accordance with Section 2.08; (b) any Restricted Subsidiary (other than the Borrowerincluding a Foreign Subsidiary) may merge into participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or consolidate with surviving corporation) or any Person other than another Group Member Restricted Subsidiary that is a Domestic Subsidiary (provided that if (ione of such parties to the consolidation is a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person) and if one of such Restricted Subsidiary Subsidiaries is a Wholly-Owned Subsidiary, then the surviving entityPerson shall be a Wholly-Owned Subsidiary, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11;and (c) subject to Section 9.05(b), Parent or any Foreign Subsidiary of the Borrower may merge into or consolidate participate in a consolidation with any Person so long as (i) immediately after giving effect thereto, no Default one or Event more Foreign Subsidiaries; provided that if one of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, such Foreign Subsidiaries is the surviving business entity (or, so long as no Change in Control shall have occurreda Wholly-Owned Subsidiary, the surviving entity is survivor shall be a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonWholly-Owned Subsidiary.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into become a party to a merger or with or consolidate with any other Personconsolidation, or Dispose of (whether in one transaction purchase or in a series of transactions) otherwise acquire all or substantially all of the Property business or assets of Parent and its Restricted Subsidiaries, taken as a whole, to any Person or all or substantially all of the shares or other evidence of beneficial ownership of any Person, except or wind-up, dissolve, or liquidate; provided, however, that: (a) subject to Section 9.05(b), the Borrower or any Restricted Subsidiary (other than the Borrower) may shall be merged into permitted to become a party to a merger or consolidated with, consolidation or Dispose of acquire all or substantially all of its Propertythe assets of any Person or all or substantially all of the shares or other beneficial ownership of any Person, to so long as (i) no Default is existing or would result therefrom, (ii) the Borrower has given the Administrative Agent at least 10 days prior notice of such merger, consolidation or acquisition, (iii) the Borrower has provided to the Administrative Agent calculations demonstrating the pro forma compliance with all financial and other covenants contained herein, after giving effect to such merger, consolidation or acquisition, based on the most recently delivered financial statements, (iv) the total cash consideration paid and Debt assumed or incurred by the Borrower or any Restricted Subsidiary in connection with all such mergers, consolidations or acquisitions, shall not exceed $5,000,000, plus the Permitted Investment in Marketing LLC in any six-month period, and (v) the Borrower or Parentsuch Restricted Subsidiary, so long as the Borrower or Parent, as applicablecase may be, is the surviving business entity, corporation in such merger or (ii) another Restricted Subsidiary;consolidation; and (b) any Restricted Subsidiary (other than the Borrower) may merge be dissolved, liquidated or merged into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (oranother Restricted Subsidiary, so long as no Change such dissolution, liquidation or merger results in Control shall have occurred, the surviving entity is a Person organized under the laws all assets of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any such Restricted Subsidiary (other than any Loan Party) may liquidate being owned by the Borrower or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personanother Restricted Subsidiary.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or ------------ permit any Person to merge into or consolidate with it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (ai) subject to Section 9.05(b), Fox Kids and its Subsidiaries may consummate the Merger; (ii) any Restricted Subsidiary of the Borrowers may merge into or consolidate with any of the other Borrowers (other than Fox Kids); 108 (iii) any of the Borrower) Restricted Subsidiaries may be merged merge into or consolidated with, or Dispose consolidate with any of all or substantially all of its Property, to the Borrowers (i) the other than Fox Kids); provided that such Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiarycorporation; (biv) any Restricted Subsidiary of the Subsidiaries of Fox Kids (other than any of the Borrowerother Borrowers) may merge into or consolidate with any of the Restricted Subsidiaries; provided that the Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with formed by such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11Restricted Subsidiary; (cv) subject to Section 9.05(b), Parent or any of the Borrower Unrestricted Subsidiaries may merge into or consolidate with any of the other Unrestricted Subsidiaries; and (vi) any of the Subsidiaries of Fox Kids (other than any of the other Borrowers) may merge into or consolidate with any Person; provided that (A) if such Subsidiary is a Restricted Subsidiary, the Person so long formed by such merger or consolidation shall be a Restricted Subsidiary, (B) if such Subsidiary is a non-wholly owned Domestic Subsidiary, the Person formed by such merger or consolidation shall be a Domestic Subsidiary and (C) if such Subsidiary is a Foreign Subsidiary, the Person formed by such merger or consolidation shall be a Subsidiary of Fox Kids; and provided further that the Person into which or with which such Subsidiary is merging or consolidating (1) shall be engaged in one or more of the existing principal lines of business of Fox Kids and its Subsidiaries, considered as a whole, in the ordinary course and (i2) shall not have any material contingent liabilities (as determined in good faith by the board of directors (or persons performing similar functions) of such Subsidiary). In all cases under this Section 5.02(d), (1) such merger or consolidation shall be effected in compliance with all applicable Requirements of Law, (2) all Governmental Authorizations, and all consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with such merger or consolidation shall have been obtained or made, (3) the Consolidated Net Worth of the Borrower or the Subsidiary thereof that is the surviving entity of such merger shall, after giving pro forma effect to such merger or consolidation, be at least equal to the Consolidated Net Worth of such Borrower or such Subsidiary immediately after prior to giving effect thereto, (4) (x) immediately before and immediately after giving pro forma effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing and (iiy) Parent immediately after giving effect to such merger or the Borrowerconsolidation, as applicable, is the surviving business entity (or, so long as no Change Fox Kids and its Subsidiaries shall be in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes pro forma compliance with all of the obligations covenants set forth in Section 5.04, such compliance to be determined on the basis of the Consolidated financial statements of Fox Kids and liabilities applicable its Subsidiaries most recently delivered to Parent the Lenders pursuant to Section 5.03(b) or 5.03(c) as though such merger or consolidation had been consummated as of the beginning of the fiscal period covered thereby and (5) one of the Borrowers shall notify the Administrative Agent of the proposed merger or consolidation at least ten Business Days prior to effecting such merger or consolidation and shall deliver to the Administrative Agent, on behalf of the Lenders, at the time such notice is delivered, a certificate of a Responsible Officer of such Borrower, as applicablein form and substance reasonably satisfactory to the Administrative Agent, under certifying that all of the requirements set forth in subclauses (1), (2), (3) and (4) of this Agreement and the other Loan Documents); paragraph have been satisfied and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is , in the best interest case of any merger or consolidation proposed to be effected pursuant to clause (vi) of this Section 5.02(d), that all of the matters described in the provisos to such Personclause (vi) have been satisfied.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or ------------ permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to that (i) any Solvent wholly-owned Subsidiary of the Borrower or Parent, so long as the Borrower or Parent, as applicable, which is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) a Loan Party may merge into or consolidate with any other Solvent wholly-owned Subsidiary of the Borrower which is a Loan Party provided -------- that, in the case of any such consolidation, the Person other than another Group Member if (i) formed by such Restricted consolidation shall be a Solvent wholly-owned Subsidiary of the Borrower which is the surviving entitya Loan Party, (ii) any of the Borrower's Solvent wholly-owned Subsidiaries which is a Loan Party may merge into the Borrower; provided, -------- however, that in each case, immediately after giving effect thereto, no ------- event shall occur and be continuing that constitutes a Default and, in the case of any such other Person merger to which the Borrower is a party, the Borrower is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or Person, (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower any Solvent wholly-owned Subsidiary of NGP may merge into or consolidate with any other Solvent wholly-owned Subsidiary of NGP provided that, in the case of any such consolidation, the Person so long as formed -------- by such consolidation shall be a Solvent wholly-owned Subsidiary of NGP, and (iiv) any of NGP's Solvent wholly-owned Subsidiaries may merge into NGP; provided, however, that in each case, immediately after giving effect -------- ------- thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or that constitutes a Default and, in the Borrowercase of any such merger to which NGP is a party, as applicable, NGP is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, become a party to a merger or consolidation, or purchase or otherwise acquire all or a substantial part of the business or assets of any Person or any shares or other evidence of beneficial ownership of any Person, or wind-up, dissolve, or liquidate itself; provided that, (a) Parent and the Subsidiaries may acquire assets or shares or other evidence of beneficial ownership of a Person in accordance with the restrictions set forth in Section 9.5; (b) if no Default exists or would result, any Subsidiary may merge into or with or consolidate with Parent, any other PersonSubsidiary (other than a Restricted Group Member) or a Target if the surviving Person is or becomes a wholly owned Subsidiary directly owned by Parent, assumes the obligations of the applicable Subsidiary under the Loan Documents and is solvent as contemplated under Section 7.20 after giving effect to such merger or Dispose of consolidation, (whether in one transaction c) Parent or in any wholly owned Subsidiary (other than a series of transactionsRestricted Group Member) directly owned by Parent (the “Acquiring Company”) may acquire all or substantially all of the Property assets of Parent any Subsidiary (a “Transferring Subsidiary”) if the Acquiring Company assumes all the Transferring Subsidiary’s liabilities (including without limitation, all liabilities of the Transferring Subsidiary under the Loan Documents to which it is a party) and, following such assignment and its Restricted Subsidiariesassumption, taken as a wholesuch Transferring Subsidiary may wind up, to any other Persondissolve, except that: and liquidate, and (ad) subject to Section 9.05(b)if no Default exists or would result, any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) Group Member may merge into or consolidate with any Person other than another Restricted Group Member if (i) such Restricted Subsidiary is the surviving entityRestricted Group Member assumes the obligations of the applicable Restricted Group Member under the Loan Documents, (ii) such other Person if any, is the surviving entity and becomes a Restricted Subsidiary contemporaneously with solvent as contemplated under Section 7.20 after giving effect to such merger or consolidation and complies with fulfills the obligations set forth in Section 8.06 (to 8.10; provided that upon the extent applicable) or (iii) such other Person is the surviving entity and the occurrence of any merger or consolidation constitutes a Disposition permitted by Section 9.11; in this clause (cd) subject the Parent’s and the Subsidiaries’ option to Section 9.05(b)make additional capital contributions, Parent loans, and advances to and/or investments in or the Borrower may merge into to purchase any stocks, bonds, or consolidate with any Person so long as other equity securities in (i) immediately after giving effect theretothe surviving Restricted Group Member as permitted pursuant to the proviso set forth in Section 9.5(l) shall without any amendment or other modification to the Loan Documents be limited to the amount set forth in the proviso of Section 9.5(l) for the surviving Restricted Group Member minus the amount of additional capital contributions, no Default loans, and advances to and/or investments in or Event purchases of Default shall any stocks, bonds, or other equity securities which have occurred and be continuing already been made in the surviving Restricted Group Member prior to such merger or consolidation and (ii) Parent the non-surviving Restricted Group Member as permitted pursuant to the proviso set for in Section 9.5(l) shall without any amendment or other modification to the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonDocuments be terminated.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) any Subsidiary of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary the Borrower so long as the Borrower is the surviving entity, Person following such merger or consolidation; (ii) any Subsidiary of the Borrower may merge into or consolidate with another Subsidiary of the Borrower; provided that if any such other Person Subsidiary is a Material Subsidiary or a direct or indirect wholly owned Subsidiary of the Borrower, the surviving entity and becomes a Restricted Subsidiary contemporaneously with Person following such merger or consolidation and complies with Section 8.06 (to shall be a Material Subsidiary or a direct or indirect wholly owned Subsidiary of the extent applicable) or Borrower, as the case may be; (iii) such in connection with any sale, transfer or other Person is the surviving entity and the merger or consolidation constitutes a Disposition disposition permitted by under Section 9.11; 5.02(c) (c) subject to other than Section 9.05(b5.02(c)(iii)), Parent or any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as or permit any other Person to merge into or consolidate with it; (iiv) immediately after giving effect theretoin connection with any acquisition not prohibited under Section 5.02(d), no Default any Subsidiary of the Borrower may merge or Event of Default shall have occurred and be continuing and (ii) Parent or consolidate into the Borrower, as applicable, ; (v) the Borrower may merge into or otherwise consolidate with another Person if either (A) the Borrower is the surviving business entity or (or, so long as no Change in Control shall have occurred, B) (1) the surviving entity is a Person organized or existing under the laws of the United States or States, any state thereof that or the District of Columbia, (2) the surviving entity assumes all of the obligations Borrower’s Obligations under the Financing Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d3) any Restricted Subsidiary (other than any Loan Party) may liquidate class of non-credit enhanced long-term senior unsecured debt issued by the surviving entity immediately following such merger or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.consolidation shall be at least “BBB-” by S&P and “Baa3” by Xxxxx’x;

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with Merge or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property its property and assets (whether now owned or hereafter acquired) to, any Person, or permit any of Parent and its Restricted Subsidiaries, taken as a whole, Subsidiaries to any other Persondo so, except that: (ai) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into merge or consolidated withconsolidate with or into, or Dispose convey, transfer, lease or otherwise dispose of all or substantially all of its Propertyproperty and assets to, to any other Wholly-Owned Subsidiary of the Borrower; (iii) any Subsidiary of the Borrower may merge or Parentconsolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, the Borrower so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiarycorporation; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to the requirements of Section 9.05(b5.01(h), Parent or any Subsidiary of the Borrower may merge into or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, any Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary of the Borrower; (iv) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation; and (iv) immediately after giving effect theretosubject to (A) the requirements of Section 5.01(h), (B) a good faith determination by the Borrower that the continued existence of such Subsidiary or that the ownership or maintenance of such property and assets are no longer necessary or desirable in the conduct of the business or the continued operations of the Borrower and its Subsidiaries, taken as a whole and (C) compliance with the covenants set forth in Section 5.03 on a pro forma basis as of the last day of the Measurement Period most recently ended, any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to one or more other Persons; provided that, in the cases of subclauses (iii), (iv) and (v) of this Section 5.02(c), no Default or Event of Default shall have occurred and be continuing and (ii) Parent or at the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest time of such Personproposed transaction or shall occur as a result thereof.

Mergers, Etc. Each of Parent and the Borrower will notMerge or consolidate with or into any Person, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (ai) subject any Subsidiary of the Borrower may merge into or consolidate with the Borrower and, in connection with any acquisition of a Person made pursuant to Section 9.05(b5.02(g), any Restricted Subsidiary (other than such Person may merge into or consolidate with the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as as, in each case, the Borrower or Parent, as applicable, is the surviving business entitycorporation, provided that immediately after giving effect thereto, the Borrower shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03; (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other Restricted Subsidiary; (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, clause (ii) such other Person is the surviving entity and becomes a thereof), any Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Person so long as or permit any other Person to merge into or consolidate with it; and (iiv) any Restricted Subsidiary may merge into or consolidate with any Unrestricted Subsidiary or any other Person and any Unrestricted Subsidiary or any other Person may merge into or consolidate with any Restricted Subsidiary, in order to consummate an acquisition or investment permitted under Section 5.02(g), provided that immediately after giving effect thereto, the Borrower shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03, provided further, in each case, that no Default or Event of Default shall have occurred and be continuing and (ii) Parent or at the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest time of such Personproposed transaction or would result therefrom.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its 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 Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that the Borrower or any Restricted Subsidiary may participate in a consolidation with any other Person, except ; provided that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, no Default is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entitycontinuing, (ii) any such other Person is the surviving entity and becomes consolidation would not cause a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or Default hereunder, (iii) such other Person is if the Borrower consolidates with any Person, the Borrower shall be the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that expressly assumes in writing (in form and substance satisfactory to the Administrative Agent) all of the obligations and liabilities applicable to Parent or it under the Borrower, as applicable, under this Agreement and the other Loan Documents); and, (iv) if any Restricted Subsidiary consolidates with any Person (other than the Borrower or another Restricted Subsidiary) and such Restricted Subsidiary is not the surviving Person, such surviving Person shall expressly assume in writing (in form and substance satisfactory to the Administrative Agent) all obligations and liabilities of such Restricted Subsidiary under the Loan Documents and (v) the Upstream Component will be redetermined using the procedures for an Interim Upstream Component Redetermination in accordance with Section 2.08 (but shall be in addition to any Interim Upstream Component Redetermination provided in Section 2.08) and the Midstream Component will be recalculated in accordance with Section 2.08(b)(iii); (db) any Restricted Subsidiary (other than any Loan Partyincluding a Foreign Subsidiary) may liquidate participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or dissolve so long as Parent determines in good faith surviving corporation) or any other Restricted Subsidiary that such liquidation or dissolution is in the best interest a Domestic Subsidiary (provided that if one of such parties to the consolidation is a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person) and if one of such Restricted Subsidiaries is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary; and (c) any Foreign Subsidiary of the Borrower may participate in a consolidation with any one or more Foreign Subsidiaries; provided that if one of such Foreign Subsidiaries is a Wholly-Owned Subsidiary, the survivor shall be a Wholly-Owned Subsidiary.

Mergers, Etc. Each of Parent and the Borrower 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 its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo 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) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrowera Senior Note Guarantor or AGCO Acceptance Corporation) of AGCO may merge into or consolidate with any Person other Restricted Subsidiary (other than another Group Member a Senior Note Guarantor or AGCO Acceptance Corporation) of AGCO or any other Person to consummate an Investment permitted by Section 7.8 or 7.9, but only if (i) the Person surviving such merger, or the Person formed by such consolidation, shall be a Restricted Subsidiary is the surviving entityof AGCO, (ii) such other Person if a Loan Party is the surviving entity and becomes a Restricted Subsidiary contemporaneously with party to such merger or consolidation and complies with Section 8.06 (x) the surviving corporation of any such merger is not a Loan Party, or (y) is a party to any such consolidation, the surviving corporation or Person formed by such consolidation, as the case may be, shall assume, in a manner reasonably satisfactory to the extent applicable) or Required Lenders, the obligations of such Loan Party under the Loan Documents to which such Loan Party was a party, and (iii) if the surviving Person of such merger is a Material Subsidiary, the Administrative Agent receives the documents required to be delivered pursuant to Section 5.15 hereof; (b) any of AGCO's Restricted Subsidiaries (other Person than Massxx Xxxgxxxx Xxxp. or a Foreign Subsidiary) may merge into AGCO so long as AGCO is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; corporation; (c) subject to Section 9.05(b), Parent or the Borrower any Subsidiary that is not a Restricted Subsidiary may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, other Subsidiary that is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is not a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents)Restricted Subsidiary; and (d) any Senior Note Guarantor may merge into any other Senior Note Guarantor; and (e) US Subsidiary may merge with Target on (or prior to) the Agreement Date in connection with the Merger; provided, however, US Subsidiary shall be the 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 (other than a Dormant Subsidiary), liquidate or dissolve itself or otherwise wind up its business, except any Restricted Subsidiary (other than any Loan PartyMassxx Xxxgxxxx Xxxp.) may liquidate or dissolve so long as Parent determines if all of its assets are transferred to AGCO or another Restricted Subsidiary in good faith that compliance with Section 7.7(f) hereof (provided the Administrative Agent receives 30 days' prior written notice if such liquidation or dissolution Restricted Subsidiary is in the best interest of such Persona Loan Party).

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) any Subsidiary of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary the Borrower so long as the Borrower is the surviving entity, Person following such merger or consolidation; (ii) any Subsidiary of the Borrower may merge into or consolidate with another Subsidiary of the Borrower; provided that if any such other Person Subsidiary is a Material Subsidiary or a direct or indirect wholly owned Subsidiary of the Borrower, the surviving entity and becomes a Restricted Subsidiary contemporaneously with Person following such merger or consolidation and complies with Section 8.06 (to shall be a Material Subsidiary or a direct or indirect wholly owned Subsidiary of the extent applicable) or Borrower, as the case may be; (iii) such in connection with any sale, transfer or other Person is the surviving entity and the merger or consolidation constitutes a Disposition disposition permitted by under Section 9.11; 5.02(c) (c) subject to other than Section 9.05(b5.02(c)(iii)), Parent or any Subsidiary of the Borrower may merge into or consolidate with any other Person so long as or permit any other Person to merge into or consolidate with it; (iiv) in connection with any acquisition not prohibited under Section 5.02(d), any Subsidiary of the Borrower may merge or consolidate into the Borrower; (v) the Borrower may merge into or otherwise consolidate with another Person if either (A) the Borrower is the surviving entity or (B) (1) the surviving entity is organized or existing under the laws of the United States, any state thereof or the District of Columbia, (2) the surviving entity assumes all of the Borrower’s Obligations under the Financing Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and (3) any class of non-credit enhanced long-term senior unsecured debt issued by the surviving entity immediately following such merger or consolidation shall be at least “BBB-” by S&P and “Baa3” by Xxxxx’x; provided, however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is that constitutes a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonDefault.

Mergers, Etc. Each of Parent and the Borrower will notMerge or consolidate with or into any Person, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with the Borrower and, in connection with any acquisition of a Person made pursuant to Section 5.02(h), such Person may merge into or consolidate with the Borrower, so long as (i) as, in each case, the Borrower is the surviving corporation, provided that immediately after giving effect thereto, the Borrower shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03; (ii) any Major Subsidiary may merge into or consolidate with any other Major Subsidiary; (iii) any Minor Subsidiary may merge into or consolidate with any other Minor Subsidiary; (iv) any Minor Subsidiary may merge into or consolidate with any Major Subsidiary so long as the surviving entity is a Major Subsidiary; and (v) any Unrestricted Subsidiary or any other Person may merge into or consolidate with any Restricted Subsidiary solely, with respect to mergers or consolidations involving Persons other than Unrestricted Subsidiaries, in order to consummate an acquisition or investment permitted under Section 5.02(h), and so long as a Major Subsidiary is the surviving entity of any such merger or consolidation to which a Major Subsidiary is a party and a Restricted Subsidiary is the surviving entity of any such merger or consolidation to which a Minor Subsidiary is a party, provided that immediately after giving effect thereto, the Borrower shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03, provided further, in each case, that no Default or Event of Default shall have occurred and be continuing and (ii) Parent or at the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest time of such Personproposed transaction or would result therefrom.

Mergers, Etc. Each Merge into or consolidate with any Person or permit any Person to merge into it or convey, transfer or lease substantially all of Parent and the Borrower will notits assets in a single transaction or series of transactions to any Person, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary or may convey, transfer or lease any or all of its assets to a Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of the Borrower and a Restricted Subsidiary; provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor, and such newly-created or acquired Subsidiary shall comply with the requirements of Section 5.01(i), except to the extent the Person so long formed is not a New Material Subsidiary; provided further that, for the avoidance of doubt, nothing contained in this Section 5.02(d)(i) shall prohibit any Restricted Subsidiary from selling, transferring or otherwise conveying receivables (and related assets, as contemplated by Section 5.02(e)(vii)) to any Receivables Financing Subsidiary entity created (idirectly or indirectly) by the Borrower for purposes of entering into or consummating any receivables financing transaction permitted by Section 5.02(b)(iii)(H); (ii) any of the Borrower’s Restricted Subsidiaries may consolidate with or merge into the Borrower; provided that the Borrower is the surviving entity; and (iii) any of the Restricted Subsidiaries of the Borrower may (A) merge into or consolidate with, any other Person, or (B) convey, transfer or lease substantially all of its assets in compliance with Section 5.02(e) (other than clause (v) thereof) in a single transaction or series of related transactions to any other Person or (C) permit any other Person to merge into or consolidate with it; provided, in each case with respect to any merger or consolidation or conveyance, transfer or lease of substantially all of its assets, (I) the Person formed by such consolidation or into which the Restricted Subsidiary shall be merged or assets shall be conveyed, transferred or leased shall, at the effective time of such merger or consolidation or transfer or lease, be Solvent, shall have assumed all obligations of such Restricted Subsidiary under any Subsidiary Guaranty to which such Restricted Subsidiary is a party in a writing satisfactory in form and substance to the Required Lenders and such newly-created or acquired Subsidiary shall comply with the requirements of Section 5.01(i) and become a Restricted Subsidiary and (II) the Borrower shall have caused to be delivered to the Administrative Agent an opinion of independent counsel satisfactory to the Administrative Agent to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with the terms thereof; provided further that the provisions of the first proviso to this clause (iii) shall not apply to (x) the sale, transfer or other conveyance of any assets of the Borrower (including the Capital Stock of any Restricted Subsidiary of the Borrower), howsoever effected (including by way of merger or consolidation, sale of assets, lease, or otherwise) in a transaction permitted by Section 5.02(e)(vi), (y) any transaction involving the acquisition of a Person by a Restricted Subsidiary of the Borrower by merger or consolidation where the surviving entity shall be a Restricted Subsidiary of the Borrower unless, immediately after giving effect to such merger or consolidation, the surviving entity constitutes a New Material Subsidiary and (z) any sale, transfer or other conveyance of any assets to any Receivables Financing Subsidiary; provided that, with respect to this subclause (z), the sale, transfer or conveyance of such assets is permitted by the provisions of this Agreement; 116 Alliance Resource provided, however, that in each case, immediately after giving effect thereto, (A) no Default or Event of Default event shall have occurred occur and be continuing that constitutes a Default and (iiB) Parent or the BorrowerBorrower shall be in pro forma compliance with the covenants contained in Section 5.04, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is evidenced by a Person organized under the laws certificate of the United States chief financial officer (or any state thereof that assumes all persons performing similar functions) of the obligations and liabilities applicable Borrower delivered to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that Administrative Agent demonstrating such liquidation or dissolution is in the best interest of such Personcompliance.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation of a Subsidiary Guarantor, the Person so long as formed by such merger or consolidation shall be a Subsidiary Guarantor or a Person who becomes a Subsidiary Guarantor simultaneously therewith; (iii) the Company or any Subsidiary of the Borrower may merge into or consolidate with the Borrower; provided that, in the case of any such merger or consolidation, the Borrower shall be the surviving entity; (iii) in connection with any investment permitted under Section 5.02(f), the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a Subsidiary Guarantor or the Borrower; and (iv) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (v) provided, however, that in each case of clauses (iii) or (iv), immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and and, in the case of any such merger of clauses (iiiii) Parent or (iv) to which the BorrowerBorrower is a party, as applicable, the Borrower is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personcorporation.

Mergers, Etc. Each of Parent and the Borrower will not, and It will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of the Property assets of Parent the Company and its Restricted Subsidiaries, Subsidiaries taken as a wholewhole (excluding for the avoidance of doubt (i) any transfer of cash, cash equivalents or marketable securities in the ordinary course of business, (ii) any issuance by a Person of its own equity interests, (iii) any transfer for security purposes that is permitted by Section 6.01 and (iv) any casualty loss, governmental taking or similar disposition) (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (i) any Material Subsidiary of the Company may merge or consolidate with or into, or transfer, convey, lease or dispose of assets to, any other PersonPerson (so long as such merger, except that: (a) subject to Section 9.05(b)consolidation, any Restricted Subsidiary (other than the Borrower) may be merged into transfer, conveyance, lease or consolidated with, or Dispose disposition does not effectuate a disposition of all or substantially all of the assets of the Company and its PropertySubsidiaries taken as a whole), to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Material Subsidiary (other than of the Borrower) Company may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entitytransfer, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger lease, convey or consolidation and complies with Section 8.06 (dispose of assets to the extent applicable) or Company, (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower Company may merge into a wholly owned Subsidiary of the Company that has no material assets or liabilities for the sole purpose of changing the state of incorporation of the Company if the surviving Person shall expressly assume the liabilities of the Company under this Agreement and the Notes, (iv) the Company may merge or consolidate with any Person so long as the Company is the surviving or continuing Person and (iv) immediately after giving effect theretosubject to clause (iv) above, any Material Subsidiary may merge with any Person so long as such Material Subsidiary is the surviving or continuing Person, provided, in each case, that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and provided, further, that the foregoing shall not restrict (A) the Company or its Material Subsidiaries in respect of conveyances, transfers, leases or other dispositions (i) of inventory, or obsolete, used or surplus property in the ordinary course of business or (ii) Parent in respect of any Permitted Receivables Financing or (B) the Borrowersale of all or any portion of the equity interest in, as applicableor all or any portion of the assets of, is the surviving business entity (orSnap-on Credit LLC or any of its Subsidiaries, so long as no Change such sale is conducted in Control shall have occurred, an arm’s length transaction and the surviving entity is Company (or a Person organized under the laws Subsidiary of the United States or any state thereof that assumes Company) shall receive all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) net proceeds from any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personsale.

Mergers, Etc. Each of Parent and the The Borrower will not, and or will not permit any of its Restricted Subsidiaries ------------ Subsidiary to, merge into become a party to a merger or with or consolidate with any other Personconsolidation, or Dispose of (whether in one transaction purchase or in a series of transactions) otherwise acquire all or substantially all of the Property assets of Parent and its Restricted Subsidiaries, taken as a whole, to any Person or any shares or other evidence of beneficial ownership of any Person, except or wind-up, dissolve, or liquidate; provided, however, that:: -------- ------- (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i1) the Borrower or Parentany Subsidiary shall be permitted to become a party to a merger or consolidation or acquire all or any part of the assets of any Person or any shares or other beneficial ownership of any Person, so long as (a) no Default is existing or would result therefrom, (b) the Borrower has given the Agent at least 20 days prior notice of such merger, consolidation or acquisition, (c) the total cash and non-cash consideration paid and Debt assumed or incurred by the Borrower or Parentany Subsidiary in connection with all such mergers, consolidations or acquisitions (i) shall not exceed $10,000,000.00 for any single transaction and (ii) shall not exceed $20,000,000 in the aggregate for any fiscal year, and (d) the Borrower or such Subsidiary, as applicablethe case may be, is the surviving business entity, corporation in such merger or (ii) another Restricted Subsidiaryconsolidation; (b2) any Restricted Subsidiary (other than the Borrower) Guarantor may merge be dissolved, liquidated or merged into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (orSubsidiary, so long as no Change such dissolution, liquidation or merger results in Control shall have occurred, the surviving entity is a Person organized under the laws all assets of the United States such Guarantor being owned by Borrower or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents)another Guarantor; and (d3) any Restricted Subsidiary (other than that is not a Guarantor may be dissolved, liquidated or merged into Borrower or any Loan Party) may liquidate or dissolve Subsidiary, so long as Parent determines in good faith that such dissolution, liquidation or dissolution is merger results in the best interest all assets of such PersonSubsidiary that is not a Guarantor being owned by Borrower or a Subsidiary.

Mergers, Etc. Each of Parent and the Borrower 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 Restricted Subsidiaries to, merge into or with or consolidate with to do any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Personforegoing, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the any Subsidiary of such Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with such Borrower or any Person other than another Group Member if (i) Subsidiary of such Restricted Subsidiary Borrower; provided that in the case of any such merger or consolidation to which such Borrower is a party, such Borrower shall be the surviving entity, ; (ii) such other Person is the surviving entity and becomes a Restricted Borrower or any Subsidiary contemporaneously with of such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any other Person so long as or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which such Borrower is a party, such Borrower shall be the surviving entity and (ii) immediately before and after giving effect theretoto such merger or consolidation, no Default or Event of Default shall have occurred and be continuing continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of such Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and (ii) Parent after giving effect to such merger or the Borrowerconsolidation, as applicable, is the surviving business entity (or, so long as no Change in Control Event of Default shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations occurred and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents)be continuing; and (div) any Restricted Subsidiary (other than any Loan Party) of such Borrower may liquidate or dissolve so long as Parent if such Borrower determines in good faith that such liquidation or dissolution is in the best interest of such PersonBorrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing.

Mergers, Etc. Each of Parent and the Borrower will not, and will The Company shall not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property assets (whether now owned or hereafter acquired) of Parent the Company and its Restricted Subsidiaries, taken as a whole, to any other Personperson, or permit any of its Subsidiaries to do so, except that: (ai) subject any Subsidiary of the Company may merge or consolidate with or into any other Subsidiary of the Company or an entity that will substantially concurrently therewith become a Subsidiary of the Company (provided if such merger or consolidation involves the Company, the Company shall be the surviving entity or successor) or dispose of its assets to Section 9.05(b), any Restricted other Subsidiary of the Company; (other than ii) any Subsidiary of the Borrower) Company may be merged merge into or consolidated with, or Dispose dispose of all or substantially all of its Property, assets to the Company; (iiii) the Borrower liquidation or Parent, reorganization of any Subsidiary of the Company is permitted so long as any payments or assets distributed as a result of such liquidation or reorganization are distributed to the Company or its Subsidiaries; (iv) the Company may merge with any other Person organized under the laws of the United States (or any state thereof) so long as the Borrower surviving corporation has expressly assumed the obligations of the Company hereunder and legal opinions in form and content reasonably satisfactory to the Agent have been delivered to it, provided that the Company shall provide not less than five Business Days’ notice of any such merger, and if such merger obligates the Agent or Parentany Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as applicable, is reasonably requested by the surviving business entity, Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations (ii) another Restricted Subsidiaryincluding the Beneficial Ownership Regulation); (bv) the Company may dispose of an asset to a Person which is not the Company or any Restricted Subsidiary of its Subsidiaries on terms that such asset is to be reacquired by the Company or any of its Subsidiaries (a “Reacquisition Sale and Leaseback Transaction”); provided that the principal obligations of Company or such Subsidiary, when aggregated with the principal obligations of Company and its Subsidiaries in respect of all other than Reacquisition Sale and Leaseback Transactions entered into after the Borrower) may merge into date hereof, do not exceed $300,000,000 (or consolidate with any Person other than its equivalent in another Group Member if (i) such Restricted Subsidiary is the surviving entitycurrency or currencies); and provided, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b)in each case, Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom; provided further that notwithstanding anything to the contrary in this Section 5.02(b), (x) the Palate Acquisition and (iiy) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control Neptune Transactions shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personbe permitted.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with Merge or consolidate with any other Personor into, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Propertyassets (whether now owned or hereafter acquired) to, to any Person; provided, however: (i) the Borrower or Parent, so long as may merge with a Person if (A) the Borrower or Parent, as applicable, is the surviving business entitycorporation, or and (iiB) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, to such merger no Default or Event of Default shall have occurred and all representations and warranties shall be continuing true and correct; (ii) Parent any Subsidiary may merge or consolidate with, or Dispose of all or a substantially all of its assets to any one or more Persons, provided that (A) if a Subsidiary Guarantor is a party to such transaction and the BorrowerBorrower is not a party, as applicablea Subsidiary Guarantor shall be the continuing or surviving Person (in the case of a merger or consolidation) or shall be the transferee (in the case of a Disposition); (B) if a Domestic Subsidiary is a party to such transaction and the Borrower is not a party, is a Domestic Subsidiary shall be the surviving business entity or continuing Person (or, so long as no Change in Control the case of a merger or consolidation) or shall have occurredbe the transferee (in the case of a Disposition) except in a Disposition permitted by any of subsections (iii) through (xiv) of Section 5.02(e); (C) if the Borrower is a party to such transaction, the Borrower shall be the surviving entity or continuing Person (in the case of a merger or consolidation) or shall be the transferee (in the case of a Disposition); and (D) if a wholly-owned Subsidiary is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable party to Parent or the Borrower, as applicable, under this Agreement such transaction and the other Loan DocumentsBorrower is not a party, such wholly-owned Subsidiary shall be the surviving or continuing person (in the case of a merger or consolidation) or shall be the transferee (in the case of a Disposition) except in a Disposition permitted by any of subsections (iii) through (xiv) of Section 5.02(e); and (diii) any Restricted Subsidiary (other than any Loan Party) may dissolve, liquidate or dissolve so long as Parent determines wind-up its affairs at any time if such dissolution, liquidation or winding up is not disadvantageous to the Banks in good faith any material respect, provided that such dissolution, liquidation or dissolution wind-up (x) does not result in a Disposition of all or substantially all of the assets of the Borrower and (y) the resulting Disposition of assets is in the best interest permitted by any of such Personsubsections (iii) through (xiv) of Section 5.02(e).

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its - Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Restricted Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person so long formed by such merger or consolidation shall be a Wholly-Owned Restricted Subsidiary; provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be, is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be; (iii) any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that either (A) such Restricted Subsidiary shall be a special purpose holding company (with no operating or other material assets, other than cash Investments made pursuant to clause (vi), (vii) or (x) of Section 5.2(f)) established for the purpose of such merger or consolidation or (B) the Person surviving such merger, (x) if a Domestic Subsidiary, shall be a Wholly-Owned Restricted Subsidiary and (y), if a Foreign Subsidiary, shall be a Restricted Subsidiary, at least 90% of the Equity Interest in which are owned directly or indirectly by the Borrower; provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be, is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor or an Intercompany Guarantor, as the case may be; and (iii) any Restricted Subsidiary may merge into another Person in connection with the disposition of all its assets to the extent permitted under Section 5.2(e); provided, however, that in each case, immediately before and after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or that constitutes a Default and, in the Borrowercase of any such merger to which the Borrower is a party, as applicable, the Borrower is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personcorporation.

Mergers, Etc. Each of Parent and the Borrower will The Obligors shall not, and will shall not permit any of its the other Restricted Subsidiaries to, merge enter into any transaction of merger or with consolidation or consolidate with any other Personamalgamation, or Dispose convey, sell, lease, sell and lease back, dispose of (whether or otherwise transfer, in one transaction or in a series of transactions) , all or substantially all of the Property business or property of Parent any Obligor and its Restricted Subsidiaries, Subsidiaries taken as a whole, to except that, notwithstanding the foregoing provisions of this Section, any of the Obligors and the other PersonRestricted Subsidiaries may enter into any such transaction with another corporation, except provided that: (a) subject such transaction constitutes an Investment in an Unrestricted Entity or Foreign Subsidiary or the Linden Joint Venture permitted pursuant to Section 9.05(b6.07(e), (f) or (i), as applicable; or (b) all of the following shall be true: (i) if any Restricted Subsidiary Borrower is a party to such transaction, such Borrower (or any other Borrower) shall be the surviving corporation and such transaction shall not involve a Disposition of all or substantially all of the assets of such Borrower; (ii) if such transaction is a merger, consolidation, amalgamation or other corporate restructuring, the surviving corporation is a corporation organized and existing under the laws of the United States of America, a State thereof or the District of Columbia; (iii) if such transaction is a merger, consolidation, amalgamation or other corporate restructuring and the surviving corporation is not an Obligor, such surviving corporation expressly assumes, by an agreement satisfactory in form and substance to the Required Lenders (which agreement may require the delivery of opinions of counsel reasonably requested and satisfactory to the Required Lenders), the obligations under this Agreement (including provision of collateral security) and, as applicable, the other Credit Documents of the members of the Chemco Group that are the subject of such transaction; and (iv) immediately after giving effect to such transaction, (x) no Default shall have occurred and be continuing, (y) no Default would have occurred and be continuing under Section 6.11, as determined on the basis of pro forma financial statements in respect of the fiscal periods referred to in, and then applicable for determining compliance with, Section 6.11 as if such transaction had been consummated as of the first day of such Fiscal Quarter in which such transaction shall have occurred and (z) Adjusted Net Worth shall equal or exceed Adjusted Net Worth immediately prior to giving effect to such transaction. Upon the transfer by any other member of the Chemco Consolidated Group (other than the Borrowera Foreign Subsidiary) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, assets to (i) another Person and the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) assumption by such other Person is of such transferring member's obligations pursuant to this clause (b), unless such transferring member shall, at the surviving entity time of such transfer, by an agreement satisfactory in form and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (substance to the extent applicable) or (iii) such other Person is Required Lenders, agree to continue to be liable for the surviving entity performance of its obligations hereunder and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Credit Agreement and the other Loan Credit Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that , if any, it shall be deemed to have been released from such liquidation or dissolution is in the best interest of such Personobligations.

Mergers, Etc. Each of The Parent and the Borrower Group will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose sell, lease or otherwise dispose of (whether in one transaction or in a series of transactionstransactions and including by division of such Person) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person (including by division of such Person), except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into with the Borrower (provided that the Borrower shall be the continuing or consolidate surviving entity in any such transaction) or any other Restricted Subsidiary (provided that a Subsidiary Guarantor shall be the continuing or surviving entity in any such transaction involving a Subsidiary Guarantor), and any Restricted Subsidiary may divide so long as each Person created as a result of such division becomes a Guarantor in accordance with Section 8.13 if such Restricted Subsidiary was a Guarantor at the time of such division; (b) any member of the Parent Group may merge with any Person other than another Restricted Subsidiary so long as any member of the Parent Group Member if is the survivor (provided that the Borrower shall be the continuing or surviving entity in any such transaction involving the Borrower); (c) any Restricted Subsidiary may consummate any merger, consolidation or sale the purpose of which is to effect (i) such Restricted Subsidiary is the surviving entity, a sale permitted pursuant to Section 9.12 or (ii) such other an Investment permitted pursuant to Section 9.04(b) (in each case of clause (ii), so long as the continuing or surviving Person is the surviving entity and becomes a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall be in compliance with the requirements of Section 8.13 without giving effect to any times for compliance set forth therein; provided that if a Subsidiary contemporaneously with Guarantor is party to such merger or consolidation and complies with Section 8.06 (to is not the extent applicable) continuing or (iii) surviving Person in such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurredconsolidation, the surviving entity is Person shall become a Person organized under Subsidiary Guarantor in compliance with the laws requirements of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.Section

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, Divide, or Dispose of (whether in one transaction or in a series of transactionstransactions and including by Division) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may divide, merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); (d) any Restricted Subsidiary may Divide so long as all Persons resulting from such Division become Loan Parties to the extent required by Section 8.06; and (de) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that the Borrower or any Restricted Subsidiary may participate in a consolidation with any other Person, except ; provided that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, no Default is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entitycontinuing, (ii) any such other Person is the surviving entity and becomes consolidation would not cause a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or Default hereunder, (iii) such other Person is if the Borrower consolidates with any Person, the Borrower shall be the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that expressly assumes in writing (in form and substance satisfactory to the Administrative Agent) all of the obligations and liabilities applicable to Parent or it under the Borrower, as applicable, under this Agreement and the other Loan Documents); and, (iv) if any Restricted Subsidiary consolidates with any Person (other than the Borrower or another Restricted Subsidiary) and such Restricted Subsidiary is not the surviving Person, such surviving Person shall expressly assume in writing (in form and substance satisfactory to the Administrative Agent) all obligations and liabilities of such Restricted Subsidiary under the Loan Documents and (v) the Borrowing Base will be redetermined using the procedures for an Interim Redetermination in accordance with Section 2.08; (db) any Restricted Subsidiary (other than any Loan Partyincluding a Foreign Subsidiary) may liquidate participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or dissolve so long as Parent determines in good faith surviving corporation) or any other Restricted Subsidiary that such liquidation or dissolution is in the best interest a Domestic Subsidiary (provided that if one of such parties to the consolidation is a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person) and if one of such Restricted Subsidiaries is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary; and (c) any Foreign Subsidiary of the Borrower may participate in a consolidation with any one or more Foreign Subsidiaries; provided that if one of such Foreign Subsidiaries is a Wholly-Owned Subsidiary, the survivor shall be a Wholly-Owned Subsidiary.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries toto do so, except that: (i) any Subsidiary of the Parent may merge into or consolidate with any other Subsidiary of the Parent, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Parent, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Parent, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iv) any of the Parent's Subsidiaries may merge into the Parent; and (v) any Subsidiary of the Parent may merge with or into or consolidate with any other Person, or Dispose of provided that (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (iA) such Restricted Subsidiary is the surviving entity, (iiB) such other Person is in the surviving entity and becomes a Restricted Subsidiary contemporaneously with case of any such merger or consolidation and complies with Section 8.06 (to which a Subsidiary Guarantor is a party, the extent applicable) or (iii) Person formed by such other Person is the surviving entity and the merger or consolidation constitutes shall be a Disposition permitted by Section 9.11; Subsidiary Guarantor and (cC) subject each of the conditions described in the proviso to Section 9.05(b)5.02(f)(viii) shall have been satisfied. provided, Parent or the Borrower may merge into or consolidate with any Person so long as (i) however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or that constitutes a Default and, in the Borrowercase of any such merger to which the Borrower is a party, as applicable, the Borrower is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personcorporation.

Mergers, Etc. Each of Parent and the 12.1.1 Borrower will not, and will not permit any of its Restricted Subsidiaries Loan Party to, wind up, liquidate or dissolve or reorganize, merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or convey, sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or any substantial part of its assets (except, with respect to sales of less than substantially all of its assets, for sales of inventory, chattel paper and equipment in the Property ordinary course of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(bbusiness), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of the stock or other Equity Interests of any of its PropertySubsidiaries (in each case, to (i) the Borrower whether now owned or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entityhereafter acquired), or (ii) another Restricted Subsidiary; (b) wind up, liquidate or dissolve or take any Restricted Subsidiary (other than action to authorize winding up, dissolution, or liquidation, except that, if at the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity time thereof and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing and (iia) Parent or the Borrower, as applicable, any Subsidiary may merge into Borrower in a transaction in which Borrower is the surviving business entity corporation, (or, so long as no Change b) any wholly owned Subsidiary may merge into another wholly-owned Collateral Subsidiary in Control shall have occurred, a transaction in which the surviving entity is a Person organized under Collateral Subsidiary, and (c) any wholly-owned Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the laws Borrower or to another wholly-owned Collateral Subsidiary, so long as Agent and the Lenders shall continue to have a perfected security interest in the transferred assets, subject to no Liens other than Permitted Liens existing on the date of the United States transfer. 12.1.2 Notwithstanding the foregoing, (a) Borrower or any state thereof that assumes Subsidiary may sell all or substantially all of the obligations assets (including Equity Interests) of any Dealership or other Subsidiary (or of any business unit or franchise of a Dealership or other Subsidiary) for not less than fair market value, if (i) (A) the sales price for all sales pursuant to this Section 12.1.2 does not exceed (1)$10,000,000 for the time period from July 1, 2008 through December 31, 2008 or (2) $10,000,000 in 2009 or any subsequent fiscal year, and liabilities applicable (B) no Default shall exist immediately prior to Parent or upon giving effect to any such sale, (ii) Required Lenders have consented in writing to the Borrowersale and Borrower has complied with all terms and conditions of such consent, as applicable, under this Agreement or (iii) the sale is included on the attached Schedule of Approved Sales; and the other Loan Documents); and (db) any Restricted Subsidiary that no longer has assets (other or that has assets with an aggregate book value less than any Loan Party$25,000) may discontinue operations and dissolve or liquidate unless such action would constitute a Material Adverse Effect or dissolve so long as Parent determines in good faith that such liquidation any Default shall exist immediately prior to or dissolution is in the best interest of such Personupon giving effect thereto.

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower; provided that (x) in the case of any such merger or consolidation to which a wholly-owned Subsidiary is a party, the Person so long as formed by such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower, (iy) in the case of any such merger or consolidation to which a non-wholly owned Subsidiary is a party, the direct owner of such non-wholly owned Subsidiary shall not have a lesser percentage of ownership in the Person formed by such merger or consolidation than such direct owner had in the non-wholly owned Subsidiary prior to the merger or consolidation, and (z) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary of the Borrower; provided that the Person surviving such merger shall be a Subsidiary of the Borrower; provided further that, in the case of any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; (iii) any Subsidiary of the Borrower (other than the Telecos) may merge into or consolidate with the Borrower; provided that the Borrower is the surviving corporation; and (iv) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary of the Borrower; provided, however, that in each case, immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personcontinuing.

Mergers, Etc. Each of Parent and the Borrower will not, and will The Company shall not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property assets (whether now owned or hereafter acquired) of Parent the Company and its Restricted Subsidiaries, taken as a whole, to any other Personperson, or permit any of its Subsidiaries to do so, except that: (ai) subject to Section 9.05(b)any Subsidiary of the Company may merge or consolidate with or into any other Subsidiary of the Company or an entity that will substantially concurrently therewith become a Subsidiary of the Company (provided if such merger or consolidation involves the Company, any Restricted Subsidiary (other than the BorrowerCompany shall be the surviving entity or successor) may be merged into or consolidated with, or Dispose of all or substantially all dispose of its Property, assets to (i) any other Subsidiary of the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or Company; (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than of the Borrower) Company may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (dispose of assets to the extent applicable) or Company; (iii) the liquidation or reorganization of any Subsidiary of the Company is permitted so long as any payments or assets distributed as a result of such other Person is liquidation or reorganization are distributed to the surviving entity and the merger Company or consolidation constitutes a Disposition permitted by Section 9.11its Subsidiaries; (civ) subject to Section 9.05(b), Parent or the Borrower Company may merge into or consolidate with any other Person organized under the laws of the United States (or any state thereof) so long as (i) immediately the surviving entity expressly assumes the obligations of the Company hereunder and (ii) legal opinions in form and content reasonably satisfactory to the Agent have been delivered to it; provided that the Company shall provide not less than five Business Days’ notice of any such merger, and if such merger obligates the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations and a Beneficial Ownership Certification if the surviving entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (v) the Company may dispose of an asset to a Person which is not the Company or any of its Subsidiaries on terms that such asset is to be reacquired by a member of the Company or any of its Subsidiaries (a “Reacquisition Sale and Leaseback Transaction”); provided that the principal obligations of the Company or such Subsidiary, as applicable, when aggregated with the principal obligations of the Company and its Subsidiaries in respect of all other Reacquisition Sale and Leaseback Transactions entered into after giving effect theretothe date hereof, do not exceed $300,000,000 (or its equivalent in another currency or currencies), provided, in each case, that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom; provided further that notwithstanding anything to the contrary in this Section 5.02(b), (x) the Palate Transactions and (iiy) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control Neptune Transactions shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Personbe permitted.

Mergers, Etc. Each Merge into or consolidate with any Person or permit any Person to merge into it or convey, transfer or lease substantially all of Parent and the Borrower will notits assets in a single transaction or series of transactions to any Person, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Wholly Owned Subsidiary of the Borrower or may convey, transfer or lease any or all of its assets to a Wholly Owned Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of the Borrower; provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor, and such newly-created or acquired Subsidiary shall comply with the requirements of Section 5.01(i); provided further that, for the avoidance of doubt, nothing contained in this Section 5.02(d)(i) shall prohibit any Subsidiary from selling, transferring or otherwise conveying receivables (and related assets, as contemplated by Section 5.02(e)(vii))for purposes of entering into or consummating any receivables financing transaction pursuant to Section 5.02(b)(xi); ​ (ii) any of the Borrower’s Subsidiaries may consolidate with or merge into the Borrower; provided that the Borrower is the surviving entity; and (iii) any of the Subsidiaries of the Borrower may (A) merge into or consolidate with, any other Person, or (B) convey, transfer or lease substantially all of its assets in compliance with Section 5.02(e) (other than clause (v) thereof) in a single transaction or series of related transactions to any other Person or (C) permit any other Person to merge into or consolidate with it; provided, in each case with respect to any merger or consolidation or conveyance, transfer or lease of substantially all of its assets, (I) the Person formed by such consolidation or into which the Subsidiary shall be merged or assets shall be conveyed, transferred or leased shall, at the effective time of such merger ​ ​ or consolidation or transfer or lease, be Solvent, shall have assumed all obligations of such Subsidiary under any Subsidiary Guaranty to which such Subsidiary is a party in a writing satisfactory in form and substance to the Administrative Agent and such newly-created or acquired Subsidiary shall comply with the requirements of Section 5.01(i) and become a Subsidiary Guarantor, to the extent so long as required by Section 5.01(i) after giving effect to such transaction, and (iII) the Borrower shall have caused to be delivered to the Administrative Agent an opinion of independent counsel satisfactory to the Administrative Agent to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with the terms thereof; provided further that the provisions of the first proviso to this clause (iii) shall not apply to (x) the sale, transfer or other conveyance of any assets of the Borrower or a Subsidiary (including the Capital Stock of any Subsidiary of the Borrower), howsoever effected (including by way of merger or consolidation, sale of assets, lease, or otherwise) in a transaction pursuant to Section 5.02(e)(vi) and (y) any sale, transfer or other conveyance of any assets that will ultimately be sold, transferred or conveyed to any Receivables Financing Subsidiary; provided that, with respect to this subclause (y), the sale, transfer or conveyance of such assets is permitted by the provisions of this Agreement; ​ provided, however, that in each case, immediately after giving effect thereto, (A) no Default or Event of Default event shall have occurred occur and be continuing that constitutes a Default and (iiB) Parent or the BorrowerBorrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on (x) prior to the date on which financial statements are first required to be delivered to Lenders pursuant to Section 5.03, the financial statements for the quarter ended September 30, 2022 and (y) thereafter, the financial statements most recently delivered to the Lenders pursuant to Section 5.03, in each case, and as though such transaction had occurred at the beginning of the four-quarter period covered thereby and had remained in effect for the entirety of such period, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is evidenced by a Person organized under the laws certificate of the United States chief financial officer (or any state thereof that assumes all persons performing similar functions) of the obligations and liabilities applicable Borrower delivered to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that Administrative Agent demonstrating such liquidation or dissolution is in the best interest of such Person.compliance. ​

Mergers, Etc. Each of Parent and the The Borrower will notshall not merge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as no Default then exists hereunder or would be caused thereby and the Borrower Administrative Agent receives written notice of any such merger at least thirty (30) days (or Parent, such shorter period as applicable, is may be acceptable to the surviving business entity, or (iiAgents) another Restricted Subsidiary;prior to the effectiveness thereof if such merger involves a Loan Party: (bi) any Restricted Subsidiary (other than the BorrowerAGCO Acceptance Corporation) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or of the Borrower may merge into or consolidate with any other Restricted Subsidiary (other than AGCO Acceptance Corporation) of the Borrower or any other Person to consummate an Investment permitted by Section 4.23(h) or 4.23(i), but only if (x) the Person surviving such merger, or the Person formed by such consolidation, shall be a Restricted Subsidiary of the 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 be, shall assume, in a 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 so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, Borrower is the surviving business entity corporation; (or, so long as no Change in Control shall have occurred, the surviving entity iii) any Subsidiary that is not a Person organized under the laws Restricted Subsidiary may merge into any other Subsidiary that is not a Restricted Subsidiary; and (iv) Subsidiaries of the United States or any state thereof that assumes all Borrower may merge with Subsidiaries of Target on the obligations and liabilities applicable to Parent or Closing Date in connection with the BorrowerAcquisition, as applicableset forth on SCHEDULE 4.23(f). The Borrower shall not, under this Agreement and the shall not permit any Restricted Subsidiary to (other Loan Documentsthan a Dormant Subsidiary); and (d) , liquidate or dissolve itself or otherwise wind up its business, except any Restricted Subsidiary (other than any Loan PartyXxxxxx Xxxxxxxx Corp.) may liquidate or dissolve so long as Parent determines if all of its assets are transferred to the Borrower or another Restricted Subsidiary in good faith that compliance with Section 4.23(g)(v) hereof (provided the Administrative Agent receives thirty (30) days' prior written notice if such liquidation or dissolution Restricted Subsidiary is in the best interest of such Persona Loan Party).

Mergers, Etc. Each of Parent and the Borrower will notMerge into or consolidate with any Person or permit any Person to merge into it, and will not or permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Persondo so, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) of AYE may merge into or consolidate with any other Subsidiary of AYE, provided that, (A) except as otherwise permitted in clause (B) or (C) below, in the case of any such merger or consolidation, the Person other than another Group Member if formed by such merger or consolidation shall be a wholly owned direct or indirect Subsidiary of AYE, (iB) such Restricted any Subsidiary of AESC may merge into or consolidate with AESC so long as AESC is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with following such merger or consolidation and complies (C) any Subsidiary of AESC may merge into or consolidate with Section 8.06 (to another Subsidiary of AESC so long as the extent applicable) or (iii) Person formed by such other Person is the surviving entity and the merger or consolidation constitutes is a Disposition permitted by Section 9.11Subsidiary of AESC; (cii) subject to in connection with any sale, transfer or other disposition permitted under Section 9.05(b5.02(e) (other than Section 5.02(e)(iv)), Parent or the Borrower any Subsidiary of AYE may merge into or consolidate with any other Person so long as or permit any other Person to merge into or consolidate with it; (iiii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary may merge into AYE; and (iv) AYE may merge into or otherwise consolidate with another person if either (A) AYE is the surviving entity or (B) (1) the surviving entity is organized or existing under the laws of the United States, any state thereof or the District of Columbia, (2) the surviving entity assumes all of AYE's Obligations under the Loan Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and (3) the Public Debt Ratings of the surviving entity immediately following such merger or consolidation shall be no worse than the Public Debt Ratings of AYE immediately prior to such merger or consolidation; provided, however, that in each case, immediately after giving effect thereto, no Default or Event of Default event shall have occurred occur and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is that constitutes a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such PersonDefault.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other PersonPerson (whether now owned or hereafter acquired) (any such transaction, except a “consolidation”), or liquidate or dissolve; provided that: (a) subject to Section 9.05(b), any Restricted Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or any other Subsidiary that is a Domestic Subsidiary (other than provided that if one of such Subsidiaries is a Wholly-Owned Subsidiary, then the Borrowersurviving Person shall be a Wholly-Owned Subsidiary); (b) may be merged into or consolidated with, or Dispose any sale of all or substantially all of its Property, to the assets of any Subsidiary provided that such sale is permitted by Section 9.12(d); (c) any Subsidiary may liquidate or dissolve if (i) the Borrower or Parent, so long as continued existence and operation of such Subsidiary is no longer in the best interests of the Borrower or Parent, and its Subsidiaries taken as applicable, is the surviving business entity, or a whole (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than as determined by a Responsible Officer of the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity), (ii) such other Person liquidation and dissolution is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (not disadvantageous in any material respect to the extent applicable) or Lenders, and (iii) such other Person is at the surviving entity time thereof and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred occur and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents)Borrowing Base Deficiency would result therefrom; and (d) any Restricted Subsidiary (sale or other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Persondisposition permitted by Section 9.12.

Mergers, Etc. Each of Neither Ultimate Parent and nor the Borrower will, nor will not, and will not they permit any of its Restricted Subsidiaries other Group Member to, merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other PersonPerson (whether now owned or hereafter acquired) or liquidate or dissolve (any such transaction, except that: a “consolidation”); provided that (a) subject to Section 9.05(bany Group Member may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving entity), (b) any Restricted Subsidiary Group Member (other than the Borrower) may be merged into or consolidated with, or Dispose participate in a consolidation with another Group Member (provided that if one of all or substantially all of its Property, to such Group Members is (i) a Wholly-Owned Subsidiary, and the Borrower or other is not Ultimate Parent, so long as the Borrower or Parent, as applicable, is then the surviving business entity, or (ii) another Restricted Person shall be a Wholly-Owned Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is a Credit Party, then the surviving entity Person shall be a Credit Party and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is Ultimate Parent, then the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; Person shall be Ultimate Parent), (c) subject to Section 9.05(b), Parent any consolidation consisting of the liquidation or dissolution of a Group Member that does not own any Oil and Gas Properties or any other Mortgaged Property if the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest interests of such PersonGroup Members, taken as a whole, and not materially disadvantageous to the Lenders, and (d) any merger or consolidation of the Borrower with or into an Affiliate solely for the purpose of reorganizing the Borrower in another jurisdiction.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its 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 Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that the Borrower or any Restricted Subsidiary may participate in a consolidation with any other Person, except ; provided that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, no Default is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entitycontinuing, (ii) any such other Person is the surviving entity and becomes consolidation would not cause a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or Default hereunder, (iii) such other Person is if the Borrower consolidates with any Person, the Borrower shall be the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that expressly assumes in writing (in form and substance satisfactory to the Administrative Agent) all of the obligations and liabilities applicable to Parent or it under the Borrower, as applicable, under this Agreement and the other Loan Documents); and, (iv) if any Restricted Subsidiary consolidates with any Person (other than the Borrower or another Restricted Subsidiary) and such Restricted Subsidiary is not the surviving Person, such surviving Person shall expressly assume in writing (in form and substance satisfactory to the Administrative Agent) all obligations and liabilities of such Restricted Subsidiary under the Loan Documents and (v) the Borrowing Base will be redetermined using the procedures for an Interim Redetermination in accordance with Section 2.08 (but shall be in addition to any Interim Redetermination provided for in Section 2.08); (db) any Restricted Subsidiary (other than any Loan Partyincluding a Foreign Subsidiary) may liquidate participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or dissolve so long as Parent determines in good faith surviving corporation) or any other Restricted Subsidiary that such liquidation or dissolution is in the best interest a Domestic Subsidiary (provided that if one of such parties to the consolidation is a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person) and if one of such Restricted Subsidiaries is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary; and (c) any Foreign Subsidiary of the Borrower may participate in a consolidation with any one or more Foreign Subsidiaries; provided that if one of such Foreign Subsidiaries is a Wholly-Owned Subsidiary, the survivor shall be a Wholly-Owned Subsidiary.

Mergers, Etc. Each of Parent and the Borrower will notEnter into, and will not or permit any of its Restricted Material Subsidiaries toto enter into, merge into any reorganization, consolidation, amalgamation, arrangement, winding-up, liquidation, dissolution, merger or with other similar transaction, other than between or consolidate with among Material Subsidiaries or between or among any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all such Subsidiary and an Obligor where the rights and remedies of the Property of Parent Agent and its Restricted Subsidiaries, taken the Lenders against such Obligor are not adversely affected as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, result unless no Default or Event of Default shall have occurred and be continuing and at the time of such transaction or would exist immediately after giving effect to such transaction and: (iiA) Parent each party to such transaction is the Borrower or a Subsidiary of the Borrower and: (I) the surviving or continuing Person following such transaction is (1) the Borrower, in the case of a transaction to which the Borrower is a party, (2) a wholly-owned Material Subsidiary, in the case of a transaction to which a wholly-owned Material Subsidiary (but not the Borrower) is a party, (3) a Material Subsidiary, in the case of a transaction to which a Material Subsidiary (but not the Borrower or any wholly-owned Material Subsidiary) is a party, and (4) a Subsidiary of the Borrower, in the case of any other such transaction; and (II) such transaction, if completed on the first day of the most recently completed period of four consecutive Financial Quarters, would not have resulted in a breach of the covenants set out in Section 9.1(k) or Section 9.1(l), as applicableevidenced by the delivery of a Compliance Certificate, prepared on a Pro Forma Basis giving effect to such transaction, but setting forth only detailed calculations of the covenants set out in Section 9.1(k) and Section 9.1(l); or (B) if the Borrower is a party to such transaction and each other party to such transaction is a Subsidiary of the Borrower but the Person surviving business entity or continuing after such transaction is not the Borrower (or, so long as no Change in Control shall have occurredany such Person, the surviving “successor company”): (I) the successor company shall be an entity is a Person organized or existing under the laws of the United States Canada or any state thereof that assumes all of the obligations Province of Ontario and liabilities applicable after giving effect to Parent such transaction shall beneficially own (1) directly, or indirectly through its wholly-owned Subsidiaries, all Assets and Equity Interests therein beneficially owned by the BorrowerBorrower directly, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.or

Mergers, Etc. Each of The Parent and the Borrower will not, and will not permit any of its the Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose sell, lease or otherwise dispose of (whether in one transaction or in a series of transactionstransactions and including by division of such Person) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: that (aa)(i) subject to Section 9.05(b), any Restricted Subsidiary may merge with any other Wholly-Owned Subsidiary so long as (other than x) the Borrowersurviving Person is a Restricted Subsidiary and (y) the surviving Person becomes a Guarantor in accordance with Section 8.14 if such Restricted Subsidiary was a Guarantor prior to such merger and (ii) any Restricted Subsidiary may be merged into or consolidated withdivide so long as each Person created as a result of such division becomes (x) a Restricted Subsidiary and (y) a Guarantor in accordance with Section 8.14 if such Restricted Subsidiary was a Guarantor at the time of such division, or Dispose of all or substantially all of its Property, to (ib) the Borrower or Parent, may merge with any Wholly-Owned Subsidiary so long as the Borrower or Parent, as applicable, is the surviving business entity, or survivor and (ii) another Restricted Subsidiary; (bc) any Restricted Subsidiary (other than excluding the Borrower) may merge into consummate any merger, consolidation or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary sale the purpose of which is the surviving entity, (ii) such other Person is the surviving entity and becomes to effect a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition sale permitted by Section 9.11; (c) subject pursuant to Section 9.05(b)9.12 or an Investment permitted pursuant to Section 9.05. In furtherance of and without limiting the foregoing, Parent or in no event shall the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws divide itself pursuant to Section 18-217 of the United States Delaware Limited Liability Company Act (or any state thereof that assumes all corresponding provision of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documentsany successor statute thereof); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of such Person.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, merge into or with or consolidate with any other Person, or Dispose sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other PersonPerson (any such transaction, except a “consolidation”); provided that: (a) subject to Section 9.05(b), any Restricted Subsidiary may (i) participate in a consolidation with (A) the Borrower (provided that the Borrower shall be the continuing or surviving corporation), (B) any other than Restricted Subsidiary (provided that if a Guarantor is a party to such transaction, the Borrowersurvivor is a Guarantor or becomes a party to the Guaranty Agreement as a Guarantor) may be merged into or consolidated with, (C) any other Subsidiary or Dispose of (ii) transfer all or substantially all of its Property, assets to (i) a Guarantor or a Person that becomes a party to the Borrower or Parent, so long Guaranty Agreement as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiarya Guarantor; (b) the Borrower or any Restricted Subsidiary may participate in a consolidation (other than the Borroweras described in clause (a) may merge into or consolidate with any Person other than another Group Member above) if (i) such Restricted Subsidiary is at the surviving entity, (ii) such other Person is the surviving entity time thereof and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred occur and be continuing and no Borrowing Base Deficiency would result therefrom and (ii) Parent the Borrower or the Borrowersuch Restricted Subsidiary, as applicablethe case may be, is the surviving business entity (oror the recipient of any such sale, so long as lease or other disposition of Property, provided that no Change in Control such consolidation shall have occurred, the surviving entity is a Person organized under effect of releasing the laws of the United States Borrower or any state thereof that assumes Guarantor from any of its obligations under this Agreement or any other Loan Document; (c) any sale of all or substantially all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents)assets of any Restricted Subsidiary provided that such sale is not prohibited by Section 9.12; and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that if (i) the continued existence and operation of such liquidation or dissolution Subsidiary is no longer in the best interest interests of the Borrower and its Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such Personliquidation and dissolution is not disadvantageous in any material respect to the Lenders, and (iii) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom.

Mergers, Etc. Each of Parent and the The Borrower will not, and will not permit any of its Restricted Subsidiaries to, other Group Member to merge into or with or consolidate with any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve, except that: that (a) subject to Section 9.05(bany Loan Party may consolidate with or into the Borrower (provided the Borrower shall be the continuing or surviving entity), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary may consolidate with any other Restricted Subsidiary of the Borrower (other than provided if a Loan Party is involved, such Loan Party shall be the Borrowercontinuing 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 of such consolidation, the Borrower or any Restricted Subsidiary may merge into or consolidate with any other Person other than another Group Member if 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 or any Restricted Subsidiary (provided that, (i) such Restricted Subsidiary is if the Borrower participates in the consolidation, the Borrower shall be the surviving entity, (ii) and otherwise, such other Person is Restricted Subsidiary shall be the continuing or surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (iii) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurredto such consolidation, the surviving entity is conditions to redesignation of an Unrestricted Subsidiary as a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the BorrowerRestricted Subsidiary set forth in Section 8.18(c) are satisfied), as applicable, under this Agreement and the other Loan Documents); and (de) any Restricted Subsidiary may Dispose of any or all of its assets (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such upon voluntary liquidation or dissolution is in otherwise) to the best interest Borrower, a Guarantor or any other Restricted Subsidiary of such Person.the Borrower, (f) the Borrower and each other Restricted Subsidiary may Dispose of assets as permitted by Section 9.11 90 007870-0083-15888-Active.27383864

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Except in connection with a Transaction permitted under Section 9.05(b11.3(b), the General Partner shall not, without the prior Consent of the Common Limited Partners, agree to or consummate, on behalf of the Partnership, any Restricted Subsidiary (merger, consolidation, reorganization or other than business combination to which the Borrower) may be merged into or consolidated withPartnership is a party, or Dispose in each case resulting in the disposition by the then Common Limited Partners and Assignees of all or substantially all outstanding Common Limited Partner Interests and interests of its Property, to Assignees therein in consideration for (i) cash, (ii) debt instruments or other evidences of indebtedness, (iii) other securities issued by a corporation, partnership or other entity, other than (A) the Borrower Special Limited Partner, (B) the Partnership or Parent(C) any entity at least 80% of the total assets of which (on the basis of market value) are comprised of assets that, so long as immediately prior to such transaction, were assets of the Borrower or Parent, as applicable, is the surviving business entityPartnership, or (iv) any combination of the consideration described in (i), (ii) another Restricted Subsidiary;and/or (iii) above. (b) Notwithstanding anything to the contrary contained in this Agreement, any Restricted Subsidiary agreement of merger or consolidation of the Partnership entered into in accordance with the provisions of this Agreement may, as provided in Section 17-211(g) of the Delaware Revised Uniform Limited Partnership Act, (other than 1) effect any amendment to this Agreement or (2) effect the Borrower) may merge into or consolidate with any Person other than another Group Member adoption of a new partnership agreement for the Partnership if (i) such Restricted Subsidiary it is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and resulting limited partnership in the merger or consolidation constitutes a Disposition permitted (provided, that no such amendment shall be so effected if it would, under Section 7.3, 7.4 or 7.5 hereof, require the consent of the Limited Partners or the consent of the Board of Trustees of either of Xxxxx Government Income Trust or Xxxxx Government Income Trust II (unless the requisite consent or consents shall be obtained), and no provision shall be included in any such new partnership agreement if such provision would, under Section 7.3, 7.4 or 7.5 hereof, require the consent of the Limited Partners or the consent of the Board of Trustees of either of Xxxxx Government Income Trust or Xxxxx Government Income Trust II, if it were being incorporated in this Agreement by Section 9.11;amendment (unless the requisite consent or consents shall be obtained)). (c) subject The Partnership or its Subsidiaries, and the General Partner on behalf of the Partnership, may enter into and perform any and all agreements referred to Section 9.05(b)in, Parent contemplated by, or included as an exhibit (or as an exhibit to an exhibit) to, the Special Limited Partner's Registration Statement on Form S-11 (No. 333-98571) relating to the Initial Public Offering or necessary to effect the transfer of assets to the Partnership or the Borrower may merge into assignments and assumptions of debt or consolidate with other obligations or liabilities by the Partnership, in each case without any Person so long as (i) immediately after giving effect theretofurther act, no Default vote or Event approval of Default shall have occurred any Partner notwithstanding any other provision of this Agreement. The Partnership, and be continuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws General Partner on behalf of the United States Partnership, may enter into and perform any and all agreements referred to in or contemplated by any future Registration Statement filed by the Special Limited Partner with the Securities and Exchange Commission with respect to the issuance of REIT Common Shares, Series A Preferred Shares, Other Preferred Shares or any state thereof that assumes all other securities of the obligations and liabilities applicable to Parent Special Limited Partner, without any further act, vote, consent or the Borrower, as applicable, under approval of any Partner notwithstanding any other provisions of this Agreement and the other Loan Documents); andAgreement. (d) Except as provided in Section 7.4(c) or 7.4(d) hereof or in a Designation Instrument with respect to a series of Preferred Limited Partner Interests and except as otherwise required by the Act, the Preferred Limited Partners shall have no right to act, approve, consent or vote on any Restricted Subsidiary matter or any action (other than any Loan Partyor inaction) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in by the best interest of such PersonGeneral Partner pursuant to its authority under this Agreement.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with Merge or consolidate with any other Personor into, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiariesassets (whether now owned or hereafter acquired) to, taken as a whole, to any other Person, except thatexcept: (ai) subject to (A) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (B) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 9.05(b5.01(j) in connection therewith); (ii) (A) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any Restricted other Subsidiary and (other than the BorrowerB) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged into merged, amalgamated or consolidated withwith or into, or Dispose be liquidated into, any other Domestic Subsidiary; (iii) any Subsidiary of the Borrower may dispose of all or substantially all of its Propertyassets (upon voluntary liquidation, dissolution, winding up or otherwise) to (i) the Borrower or Parentany Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (A) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Subsidiary and (B) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Domestic Subsidiary; (v) any Subsidiary of the Borrower may merge with or into any Person; provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Guarantor, (x) a Guarantor shall be the continuing or surviving entity; (y) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 5.01(j) in connection therewith or (z) after giving effect to such merger, the surviving entity is not a Subsidiary of the Borrower and no longer a Guarantor; (vi) any merger, consolidation, transfer or disposition that is the direct result of the Cable One Spin-Off or the Xxxxxx Sale; and (vii) any Guarantor may dispose of all or substantially all of its assets to any other Person that is not the Borrower or any other Guarantor; provided that at the time of such disposition, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 5.03 after giving effect to such disposition; provided that the Borrower may merge or consolidate with any other Person so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if (i) such Restricted Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or (iii) such other Person is the surviving entity and the merger or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the Borrower may merge into or consolidate with any Person so long as (i) immediately after giving effect thereto, provided further that no Default or Event of Default shall have occurred and be continuing and (ii) Parent or at the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (d) any Restricted Subsidiary (other than any Loan Party) may liquidate or dissolve so long as Parent determines in good faith that such liquidation or dissolution is in the best interest time of such Personproposed transaction or would result therefrom.

Mergers, Etc. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries ------------ other Loan Party to, become a party to a merger or consolidation, or purchase or otherwise acquire all or a substantial part of the business or Property of any Person or all or a substantial part of the business or Property of a division or branch of a Person or more than a majority interest in the Capital Stock of any Person, or wind-up, dissolve, or liquidate itself; provided that as long as no -------- Default exists or would result therefrom and provided Borrower gives Administrative Agent and the Lenders prior written notice: (i) A Subsidiary may wind-up, dissolve, or liquidate if (a) its Property is transferred to Borrower or a Wholly-Owned Subsidiary of Borrower and (b) the Loan Party acquiring such Property complies with its obligations under Section 10.9 simultaneously with such acquisitions; ------------ (ii) Any Subsidiary of Borrower may merge into or with or consolidate with any other Person, or Dispose of Borrower (whether in one transaction or in a series of transactions) all or substantially all of the Property of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (a) subject to Section 9.05(b), any Restricted Subsidiary (other than the Borrower) may be merged into or consolidated with, or Dispose of all or substantially all of its Property, to (i) the provided Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, ) or (ii) another Restricted Subsidiary; (b) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other than another Group Member if Wholly- Owned Subsidiary of Borrower (i) such Restricted provided the Wholly-Owned Subsidiary is the surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to the extent applicable) or ); (iii) such other Person is the surviving entity and the merger Borrower or consolidation constitutes a Disposition permitted by Section 9.11; (c) subject to Section 9.05(b), Parent or the any Domestic Subsidiary of Borrower may merge into or consolidate with acquire any Person so long as (i) immediately after giving effect thereto, no Default or Event all or a substantial part of Default shall have occurred and be continuing and (ii) Parent the business or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is Property of a Person organized under (or a division or branch thereof) provided that the laws aggregate Purchase Price of all such acquisitions shall not exceed Twenty Five Million Dollars ($25,000,000) in the United States or any state thereof that assumes all of aggregate from the obligations and liabilities applicable to Parent or Closing Date through the Borrower, as applicable, under this Agreement and the other Loan Documents)Termination Date; and (div) any Restricted Subsidiary (other than any Loan Party) The Subsidiaries of Borrower described on Schedule 11.3 may liquidate ------------- be merged, wound up, dissolved or dissolve so long as Parent determines liquidated on the terms described in good faith that such liquidation or dissolution is in the best interest of such Personschedule.