Common use of Mergers, Etc Clause in Contracts

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Subsidiary Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p5.01(r), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be Guarantor is the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and the requirements in Sections 5.01(x) and 5.02(p) shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or any Subsidiary thereof, which Subsidiary shall be a Restricted SubsidiaryLoan Party if the Subsidiary being liquidated or dissolved is a Loan Party, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Unencumbered Assets through the sale or transfer of the direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets Unencumbered Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets Unencumbered Assets owned by such Person Subsidiary 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 Subsidiary or Subsidiaries of a Guarantor Loan Party permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor Subsidiary or Subsidiaries from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the any Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, liquidate or dissolve or Divide if the Borrower Operating Partnership determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower Operating Partnership and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the any Borrower or any Subsidiary thereof, which Subsidiary shall be a Restricted SubsidiaryLoan Party if the Subsidiary being liquidated or dissolved is a Loan Party, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge with or into or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries the other Loan Parties or Consumers to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge with or into or consolidate with or into, any other Person, except that (i) (x) any Loan Party may merge with or dispose into any other Loan Party, (y) any Subsidiary of assets to (including pursuant to a Division), Loan Party that is not a Loan Party may merge into such Loan Party or with or into any other Subsidiary of such any Loan Party (Party, provided that (Aa) if one in any such merger with or more of into a Borrower, such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity andBorrower (or, in the case of a Divisionmerger of the Company and Enterprises, the assets Company) is the surviving corporation, (b) in any such merger into a Loan Party under clause (y) above, the Loan Party is the survivor thereof, (c) no Default or Event of Default shall be continuing or result therefrom and (d) such dividing Loan Party shall not be held by a Loan Party liable with respect to any Debt or an entity allow its property to be subject to any Lien which shall contemporaneously it could not become liable with such Division respect to or allow its property to become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) subject to under this Agreement or any other Loan Party other than Document on the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets date of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party)transaction, and (ii) any Loan Party may merge with or into any Person other Person, provided that is not a Loan Party so long as (a) (x) such Loan Party is the surviving entity survivor thereof, or (except y) in the case of any Loan Party that is a merger with the Borrower or the Parentcorporation reconstituting itself as limited liability company, which such limited liability company shall always be the surviving entity) such other Person is the surviving entity survivor thereof and shall promptly become confirm its obligations as successor to such Loan Party under the Loan Documents to which such Loan Party is a party in form and substance reasonably acceptable to the Administrative Agent (and any Loan Party that shall have pledged the capital stock of such predecessor Loan Party shall reconfirm the pledge of such survivor's ownership interests as Collateral under the Loan Documents) and such survivor shall be thereafter deemed to be a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreementhereunder, (yb) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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, (c) such Loan Party shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction, and (zd) any Loan Party or Restricted Subsidiary immediately after giving effect to such merger, the Net Worth of a such Loan Party shall be permitted equal to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other greater than the Borrower or the Parent) that owns such assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets owned by such Person at the time Net Worth of such sale or transfer Loan Party as of the last day of the fiscal quarter immediately preceding the date of such Equity Interests. Upon the sale or transfer of Equity Interests in any Person that is a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)merger.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, however that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a any such Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party or any other Subsidiary of a Loan Party may merge with any other Person that is not a Loan Party so long as such Loan Party or such Subsidiary, as the case may be, is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiaryanother Loan Party, provided that (A) no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction and (B) no Default or Event of Default would result therefrom, and (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets owned by such Person Subsidiary 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, 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. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Subsidiary Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p5.01(r), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be Guarantor is the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and the requirements in Section 5.01(x) and Section 5.02(p) shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the any Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower Operating Partnership determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower Operating Partnership and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the any Borrower or any one or more Subsidiaries thereof, which Subsidiary or Subsidiaries shall be Loan Parties if the Subsidiary being liquidated, dissolved or Divided is a Restricted SubsidiaryLoan Party, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge Each Credit Party will not, and will not permit any of its Subsidiaries to, merge into or with or consolidate with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, transfer (except as permitted by Section 5.02(e))or sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets Property to any other Person (whether now owned or hereafter acquired) to(any such transaction, any Persona “Consolidation”), or Divide, liquidate or permit any of its Restricted Subsidiaries to do sodissolve; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, provided that no Default or Event of Default shall have has occurred and be is continuing at the time of such proposed transaction or would result therefrom, and (za) any Loan Party or Restricted Subsidiary of the Borrower may (i) participate in a Loan consolidation with the Borrower (provided that the Borrower shall be the continuing and surviving entity) or (ii) transfer all or substantially all of its assets to the Borrower or a Subsidiary of the Borrower that is a Guarantor, (b) any Subsidiary of the Borrower may participate in a consolidation with another Subsidiary of the Borrower (provided that if a Credit Party is involved in such consolidation, such Credit Party shall be permitted to effect the continuing or surviving entity), (c) any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person Credit Party (other than the Borrower or the ParentBorrower) that owns such assets may dissolve so long as Section 5.02(esuch Credit Party does not own or hold any Oil and Gas Properties and if such Credit Party distributes its assets (if any) would otherwise permit to the Transfer of all assets owned by Borrower or another Credit Party prior to such Person at the time of such sale or transfer of such Equity Interests. Upon the sale or transfer of Equity Interests in dissolution and (d) any Person that is a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request Subsidiary of the Borrower and at may merger or consolidate with another Person in connection with any Investment permitted under Section 9.05 (provided that if a Credit Party is involved in such consolidation, such Credit Party shall be the continuing or surviving entity). The Borrower will not change its organizational form, or enter into any transaction which has the effect of changing the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)organizational form.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) ), to, any Person, or Divide, or permit any of its Restricted Material Subsidiaries to do so; provided, however, except that (i) any Restricted Material Subsidiary of Holdings (other than a Loan Party Borrower) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to (including pursuant to a Division)to, any other Subsidiary of Holdings, so long as, if any party to such Loan Party transaction is a Material Domestic Subsidiary, the transferee or surviving corporation is a Material Domestic Subsidiary, (provided that ii) any Material Subsidiary of Holdings (Aother than a Borrower) if 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 assets (including Equity Interests in one or more of its Subsidiaries) to, any other Person so long as Holdings delivers to the Administrative Agent a certificate demonstrating compliance on a Pro Forma Basis with Section 7.09 after giving effect to such Subsidiaries transaction, (iv) any Material Subsidiary of Holdings (other than a Borrower) may merge or consolidate with or into any other Person so long as such Material Subsidiary is also a Loan Party, a Loan Party shall be the surviving entity andcorporation and (v) any Borrower may merge or consolidate with or into any other Person so long as such Borrower is the surviving corporation; provided, in the case of a Divisionclauses (iii), the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party (iv) or (Bv) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each caseabove, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding Without limiting the generality of Section 6.11, if any other provision of Person shall, after giving effect to any transaction permitted by this AgreementSection 7.02, (y) any Restricted Subsidiary of be or become a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Material Domestic Subsidiary, provided that no Default or Event of Default it shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of comply with the provisions of Section 9.14(b))6.11, release and such Guarantor from Person shall constitute a Material Subsidiary with respect to the Guaranty incurrence of Debt or Liens in accordance with Section 9.14(b)connection with, or simultaneously with, such transaction.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Credit Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan a Credit Party (provided that (A) if one or more of such Subsidiaries is also a Loan Credit Party, a Loan Credit Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Credit Party other than the Parent (provided that such Loan Credit Party or, in the case of any Loan Credit Party other than the BorrowerCompany, another Loan Credit Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Credit Party may merge with any Person that is not a Loan Credit Party so long as such Loan Credit Party or another Credit Party is the surviving entity or (except entity, provided, in the case of a merger with the Borrower foregoing clause (i) or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party clause (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(pii), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), 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. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Credit Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, liquidate or dissolve or Divide if the Borrower Company determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower Company and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower Company or any Subsidiary thereof, which Subsidiary shall be a Restricted SubsidiaryCredit Party if the Subsidiary being liquidated or dissolved is a Credit Party, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party (other than the Borrower) may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity andentity), in (ii) any Subsidiary of the case Borrower may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), the assets of such dividing Loan Party Borrower (provided that the Borrower shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), the surviving entity) and (iiiii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with if the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with another Person, in which case the Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, dissolve or Divide if the Borrower Operating Partnership determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower Operating Partnership and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower Operating Partnership or any one or more Subsidiaries thereof, which Subsidiary or Subsidiaries shall be Loan Parties if the Subsidiary being liquidated, dissolved or Divided is a Restricted SubsidiaryLoan Party, 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. Notwithstanding anything else stated in this Section 5.02(c) to the contrary, and the Borrower may not liquidate, dissolve or Divide or merge with any other Person (z) any Loan Party or Restricted Subsidiary except in the case of a Loan Party shall be permitted to effect any Transfer of assets through merger where Borrower is the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(bsurviving entity).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Subsidiary Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and the requirements in Section 5.02(p) shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge The Borrower will not, and will not permit any other Relevant Party to, merge into or with or consolidate with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, transfer (except as permitted by Section 5.02(e))or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets Property to any other Person (whether now owned or hereafter acquired) to(any such transaction, any Persona “consolidation”), or Divide, liquidate or permit any of its Restricted Subsidiaries to do sodissolve; provided, however, that provided that: (ia) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) Borrower or any other Loan Party may participate in a consolidation with any other than Person so long as (i) no Event of Default is continuing, (ii) any such consolidation would not cause a Default hereunder, (iii) if the Parent (provided that such Loan Party orBorrower consolidates with any Person, in the case of any Loan Party other than the Borrower, another Loan Party Borrower shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party)Person, and (iiiv) if any other Loan Party may merge consolidates with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or another Loan Party) and such Loan Party is not the Parentsurviving Person, such surviving Person shall expressly assume in writing (in form and substance reasonably satisfactory to the Administrative Agent) all obligations of such Loan Party under the Loan Documents (including by becoming a Guarantor and otherwise complying with the requirements of Section 8.12 and Section 8.14); and (b) any Restricted Subsidiary may wind-up, dissolve, liquidate or sell or transfer its assets if (i) all of its Property is transferred to the Borrower or another Loan Party and (ii) the Loan Party acquiring such Property promptly complies with its applicable obligations under Sections 8.12 and 8.14; (c) any Relevant Party (other than the Borrower) may participate in a consolidation with (i) the Borrower (provided that owns the Borrower shall be the continuing or surviving Person) or (ii) any other Relevant Party (provided that if one of such assets Relevant Parties is a Loan Party, then the continuing or surviving Person shall be a Loan Party); (d) any Restricted Subsidiary that is not a Loan Party may merge with (i) another Restricted Subsidiary that is not a Loan Party or (ii) any Loan Party so long as the Loan Party is the surviving Person; (e) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of its Property to any other Person to the extent permitted by 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 a Guarantor permitted under clause 9.11 (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of other than Section 9.14(b9.11(g)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or and (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent Guarantor shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)and the Collateral Documents.

Mergers, Etc. Merge with or into or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries the other Loan Parties or Consumers to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge with or into or consolidate with or into, any other Person, except that (i) (x) any Loan Party may merge with or dispose into any other Loan Party, (y) any Subsidiary of assets to (including pursuant to a Division), Loan Party that is not a Loan Party may merge into such Loan Party or with or into any other Subsidiary of any Loan Party, provided that (a) in any such merger into a Loan Party under clause (y) above, the Loan Party is the survivor thereof, (b) no Default or Event of Default shall be continuing or result therefrom and (c) such Loan Party (provided that (A) if one shall not be liable with respect to any Debt or more of such Subsidiaries is also a Loan Party, a Loan Party shall allow its property to be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party subject to any Lien which it could not become liable with respect to or an entity which shall contemporaneously with such Division allow its property to become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) subject to under this Agreement or any other Loan Party other than Document on the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets date of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party)transaction, and (ii) any Loan Party may merge with or into any Person other Person, provided that is not a Loan Party so long as such (a) the Loan Party is the surviving entity or (except survivor thereof, or, in the case of any Loan Party that is a merger with the Borrower or the Parentcorporation reconstituting itself as limited liability company, which such limited liability company shall always be the surviving entity) such other Person is the surviving entity survivor thereof and shall promptly become be thereafter deemed to be a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreementhereunder, (yb) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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, (c) such Loan Party shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction, and (zd) any Loan Party or Restricted Subsidiary immediately after giving effect to such merger, the Net Worth of a such Loan Party shall be permitted equal to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other greater than the Borrower or the Parent) that owns such assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets owned by such Person at the time Net Worth of such sale or transfer Loan Party as of the last day of the fiscal quarter immediately preceding the date of such Equity Interests. Upon the sale or transfer of Equity Interests in any Person that is a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)merger.

Mergers, Etc. Merge Each of Parent and the Borrower will not, and will not permit any other Loan Party to merge into or with or consolidate with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, transfer (except as permitted by Section 5.02(e))or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets Property to any other Person, (whether now owned or hereafter acquired) to(any such transaction, any Persona “consolidation”), or Divideliquidate or dissolve, or permit any of its Restricted Subsidiaries to do so; provided, however, except that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (iia) any Loan Party may merge consolidate with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with into the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the continuing or surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (yb) any Restricted Subsidiary of a Loan Party (other than the Borrower and Borrower) may consolidate with any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower which is a Loan Party (provided such Subsidiary Loan Party shall be the continuing or surviving entity), (c) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and the assets is continuing or proceeds from the liquidation, dissolution or Division would occur as a result of such Restricted consolidation, the Borrower or any Subsidiary may merge or consolidate with any other Person in connection with an acquisition permitted pursuant to Section 9.05 (provided that the Person surviving the consolidation shall be the Borrower in the event the Borrower participates in such consolidation, or otherwise a Subsidiary of the Borrower that complies with Section 8.14 and Section 9.06 to the extent applicable) and (d) any Subsidiary of the Borrower may liquidate or dissolve so long as its assets (if any) are transferred distributed to the Borrower or a Restricted Subsidiary, 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 (z) any another Loan Party prior to such liquidation or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)dissolution.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the 65 Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, 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. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Digital Realty – Yen Credit Agreement 72 Party or, in the case of any Loan Party other than the any Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower Operating Partnership determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower Operating Partnership and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the any Borrower or any one or more Subsidiaries thereof, which Subsidiary or Subsidiaries shall be Loan Parties if the Subsidiary being liquidated, dissolved or Divided is a Restricted SubsidiaryLoan Party, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge into or consolidate with any Person or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant permit any Person to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Dividemerge into it, or permit any of its Restricted Subsidiaries to do so, except (i) in a transaction permitted by Section 5.02(e) and (ii) that any Loan Party or Subsidiary of such Loan Party may merge into or consolidate with any other Subsidiary of such Loan Party, provided that (except in the case of any transaction permitted under Section 5.02(e)), in the case of any such merger or consolidation, the Person surviving such merger or formed by such consolidation shall be a wholly-owned Subsidiary of such Loan Party, provided further that, in the case of any such merger, to which any Loan Party is a party, the Person surviving such merger shall be a Loan Party, and if such Loan Party is a Collateral Grantor, the Person surviving such merger shall be a Collateral Grantor, provided further that, in the case of any such consolidation, to which any Loan Party is a party, the Person formed by such consolidation shall execute an agreement reasonably satisfactory to the Administrative Agent pursuant to which such Person shall (x) assume the Obligations of such Loan Party under the Loan Documents to which such Loan Party is a party and (y) become a Loan Party, and if such Loan Party is a Collateral Grantor, such agreement shall provide that the Person formed by such consolidation shall be or become a Collateral Grantor; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that immediately after giving effect thereto, no Default event shall have occurred occur and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of that constitutes a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Default.

Mergers, Etc. Merge Other than in connection with the FVE-SNH Restructuring, merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of contemporaneously with such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entityDivision) or any other Loan Party other than the Parent Borrower (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall become a Loan Party contemporaneously with such Division become a Loan PartyDivision), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge contemporaneously with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)merger, provided, in each case, that (A) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and (B) the Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate demonstrating that the Facility Available Amount (calculated on a pro forma basis after giving effect to such merger) will be greater than or equal to the Facility Exposure. Notwithstanding any other provision of this Agreement, (yx) any Restricted Subsidiary of a Loan Party that is not itself a Loan Party may Divide, may merge or consolidate with or into, or convey all or substantially all of its assets (other than whether now owned or hereafter acquired) to, any Person, so long as such transaction, to the extent resulting in a direct or indirect Transfer of assets, complies with Section 5.02(e), mutatis mutandis, the Borrower determines in good faith that such proposed transaction is in the best interests of the Borrower, and no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, (y) any Subsidiary of a Loan Party that is the direct owner of an Unencumbered Asset) not itself a Loan Party may liquidateDivide, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidationDivision, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidationDivision, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiarywholly-owned Subsidiary of Borrower, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentBorrower) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)and the Collateral Documents.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Pool Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets Assets so long as Section 5.02(e5.02(d) would otherwise permit the Transfer of all assets Assets owned by such Person Subsidiary 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a any such Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any other Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiaryanother Loan Party, provided that (A) no Collateral Trigger Event shall have occurred and no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction and (B) no Collateral Trigger Event, Default or Event of Default would result therefrom, and (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets Assets owned by such Person Subsidiary 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets Assets owned by such Person Subsidiary 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Subsidiary Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).unless

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including (i) Permitted Asset Encumbrances, (ii) entry into Operating Leases between Guarantors and TRS Lessees or (iii) entry by Supreme Bright D▇▇▇▇▇ ▇▇, LLC into a conventional real estate lease (as landlord) of the Hotel Assets commonly referred to as the “Dallas AC Hotel” and the “Dallas Residence Inn” to a master tenant (as lessee) that is a joint venture between Supreme Bright D▇▇▇▇▇ ▇▇, LLC and AHP Housing Fund 150, LLC) or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), ) any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Subsidiary that is not a Loan Party may merge with any Person that is not a Loan Party Party, in each case so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and the requirements in Section 5.02(p) shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party Borrower (other than the Borrower and any such Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, dissolve or Divide if the Borrower determines Borrowers determine in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower Borrowers and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the a Borrower or a Restricted SubsidiaryGuarantor, 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 (z) a Borrower or any Loan Party or Restricted Subsidiary of a Loan Party thereof shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parentany Equity Interests that constitute Collateral) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, so long as each of the Release Conditions with respect to the release of such Guarantor shall have been satisfied, the Administrative Agent shall, upon the request of the Borrower of, and at the Borrower’s expense (but not in limitation of of, the provisions of Section 9.14(b))Borrowers, release such Guarantor from the Guaranty, 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 Borrowers may reasonably request to evidence the release of such Guarantor from the Guaranty and the release the pledge of Equity Interests in accordance with Section 9.14(b)such Guarantor granted pursuant to the Pledge Agreement, which documents and instruments shall be reasonably satisfactory to the Administrative Agent.

Mergers, Etc. Merge The Borrower will not, and will not permit any Subsidiary to, merge into or with or consolidate with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, transfer (except as permitted by Section 5.02(e))or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets Property to any other Person (whether now owned or hereafter acquired) to(any such transaction, any Persona “consolidation”), or Divide, liquidate or permit any of its Restricted Subsidiaries to do sodissolve; provided, however, that provided that (ia) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) The Borrower or any other Loan Party may participate in a consolidation with any other than Person so long as (i) no Event of Default is continuing, (ii) any such consolidation would not cause a Default hereunder, (iii) if the Parent (provided that such Loan Party orBorrower consolidates with any Person, in the case of any Loan Party other than the Borrower, another Loan Party Borrower shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party)Person, and (iiiv) if any other Loan Party may merge consolidates with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or another Loan Party) and such Loan Party is not the Parentsurviving Person, such surviving Person shall expressly assume in writing (in form and substance satisfactory to the Administrative Agent) that owns such assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets owned by such Person at the time obligations of such sale Loan Party under the Loan Documents; (b) any Subsidiary may participate in a consolidation with (i) the Borrower (provided that the Borrower shall be the continuing or surviving Person) or (ii) any other Subsidiary and if one of such Subsidiaries is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary; and (c) a Subsidiary may wind-up, dissolve, liquidate or sell or transfer its assets if (i) all of such Equity Interests. Upon the sale or transfer of Equity Interests in any Person that its Property is a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of transferred to the Borrower or another Loan Party and at (ii) the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release Loan Party acquiring such Guarantor from the Guaranty in accordance Property promptly complies with Section 9.14(b)its applicable obligations under Sections 8.12 and 8.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the any Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower Operating Partnership determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower Operating 84 Digital Realty – Second Amended and Restated Yen Credit Agreement ​ Partnership and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the any Borrower or any one or more Subsidiaries thereof, which Subsidiary or Subsidiaries shall be Loan Parties if the Subsidiary being liquidated, dissolved or Divided is a Restricted SubsidiaryLoan Party, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entitySurviving Entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the a direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets Assets owned by such Person Subsidiary 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 Subsidiary or Subsidiaries of a Guarantor Loan Party permitted under clause (z) above, the Great Wolf Senior Secured Revolving Credit Facility Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor Subsidiary or Subsidiaries from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Subsidiary Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p5.01(r), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be Guarantor is the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and the requirements in Sections 5.01(x) and 5.02(p) shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).any

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent Guarantor shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidateliquidate or, dissolve or Divide if the Borrower determines in good faith that such liquidationliquidation or, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidationliquidation or, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Subsidiary Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and the Subsidiary Guarantor Requirements shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Subsidiary Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and the Subsidiary Guarantor Requirements shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)and the Collateral Documents.

Mergers, Etc. Merge Except as permitted by Section 5.02(e), merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entityParty) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly contemporaneously with such merger become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p5.01(s), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent Guarantor shall be the surviving entity), 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. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of AMERICAS/2023134647.11 83 direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, 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. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Credit Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan a Credit Party (provided that (A) if one or more of such Subsidiaries is also a Loan Credit Party, a Loan Credit Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Credit Party other than the Parent (provided that such Loan Credit Party or, in the case of any Loan Credit Party other than the BorrowerCompany, another Loan Credit Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Credit Party may merge with any Person that is not a Loan Credit Party so long as such Loan Credit Party or another Credit Party is the surviving entity or (except entity, provided, in the case of a merger with the Borrower foregoing clause (i) or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party clause (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(pii), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Credit Party (other than the Borrower and Company or any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, liquidate or dissolve or Divide if the Borrower Company determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower Company and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower Company or any Subsidiary thereof, which Subsidiary shall be a Restricted SubsidiaryCredit Party if the Subsidiary being liquidated or dissolved is a Credit Party, 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 (z) any Loan Credit Party or Restricted Subsidiary of a Loan Credit Party shall be permitted to effect any Transfer of assets Unencumbered Assets through the sale or transfer of the direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Credit Party that owns such assets Unencumbered Assets so long as Section 5.02(e) 10.5 would otherwise permit the Transfer of all assets Unencumbered Assets owned by such Person Subsidiary 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 Subsidiary or Subsidiaries of a Guarantor Credit Party permitted under clause (z) above, PIM and the Administrative Agent holders of Notes shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b))Company, release such Guarantor Subsidiary or Subsidiaries from the Multiparty Guaranty; provided, that no such release shall be become effective prior to any parallel release of such Subsidiary from the Guaranty (as defined in accordance with Section 9.14(bthe Revolving Credit Agreement).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the a Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower Borrowers and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines Borrowers determine in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower Borrowers and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the a Borrower or any Subsidiary thereof, which Subsidiary shall be a Restricted SubsidiaryLoan Party if the Subsidiary being liquidated or dissolved is a Loan Party, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Unencumbered Assets through the sale or transfer of the direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets Unencumbered Assets so long as Section 5.02(e5.02(f) would otherwise permit the Transfer of all assets Unencumbered Assets owned by such Person Subsidiary 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 Subsidiary or Subsidiaries of a Guarantor Loan Party permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the applicable Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor Subsidiary or Subsidiaries from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, however that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a any such Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party or any other Subsidiary of a Loan Party may merge with any other Person that is not a Loan Party so long as such Loan Party or such Subsidiary, as the case may be, is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiaryanother Loan Party, provided that (A) no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction and (B) no Default or Event of Default would result therefrom, and (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets other than Borrowing Base Properties through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets owned by such Person Subsidiary 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge Except as permitted by Section 4.05, no Note Party shall, at any time, merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (ia) any Restricted Subsidiary of a Loan Note Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Note Party (provided that (A) if one or more of such Subsidiaries is also a Loan Note Party, a Loan Note Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Note Party shall be held by a Loan Note Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entityNote Party) or any other Loan Note Party other than the Parent Guarantor (provided that such Loan Note Party or, in the case of any Loan Note Party other than the BorrowerIssuer, another Loan Note Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Note Party shall be held by a Loan Note Party or an entity which shall contemporaneously with such Division become a Loan Note Party), and (iib) any Loan Note Party may merge with any Person that is not a Loan Note Party so long as such Loan Note Party is the surviving entity or (except in the case of a merger with the Borrower Issuer or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly contemporaneously with such merger become a Loan Note Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Note Party unless such merger is with a Person that would be in compliance with Section 5.01(p)3.23, and which is the general partner or other owner of a Person simultaneously merging with Borrower the Issuer or a Subsidiary of Borrowerthe Issuer, and the Parent Guarantor shall be the surviving entity), 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. Notwithstanding any other provision of this AgreementIndenture, (yi) any Restricted Subsidiary of a Loan Note Party (other than the Borrower Issuer and any Subsidiary that is the direct owner of an Unencumbered a Specified Debt Asset) may liquidate, dissolve or Divide if the Borrower Issuer determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower Issuer and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower Issuer or a Restricted SubsidiaryGuarantor, 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 (zii) any Loan Note Party or Restricted Subsidiary of a Loan Note Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower Issuer or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) 4.05 would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (zii) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent Trustee shall, upon the written request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b))Issuer, release such Guarantor from the Guaranty in accordance with Section 9.14(b)its Note Guarantee.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, 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. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or 82 dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity partyentity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, 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. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, become a party to a merger or consolidation, or sell, lease, transfer or otherwise Dispose of all or substantially all of its assets or all or substantially all of the Equity Interests of any Restricted Subsidiary, or wind-up, dissolve, liquidate or divide, except that: (a) any Restricted Subsidiary may merge or consolidate with Borrower so long as Borrower is the surviving entity; (b) any Restricted Subsidiary may merge or intoconsolidate 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, or convey, transfer such Guarantor is the surviving entity; (except as permitted by Section 5.02(e)), lease or otherwise dispose c) any Restricted Subsidiary may Dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned upon voluntary liquidation or hereafter acquiredotherwise) to, any Person, to Borrower or Divide, or permit any of its to another Restricted Subsidiaries to do soSubsidiary; provided, however, provided that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of if the transferor in such Loan Party (provided that (A) if one or more of such Subsidiaries transaction is also a Loan Party, then the transferee must be a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or requirements of Section 7.12 are satisfied; (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (yd) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that decides such liquidation, dissolution or Division is in the best interests interest of the Borrower Borrower’s business and the any assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a another Restricted Subsidiary, ; provided that if the dissolving entity is a Loan Party, then the transferee must be a Loan Party; (e) so long as no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, both before and (z) after giving effect thereto, any Loan Party or Restricted Subsidiary Dispositions permitted under Section 8.8 and any Investments the purpose of a Loan Party shall be permitted which is to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor Disposition permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)8.8.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Subsidiary Guarantors and TRS Lessees) or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p5.01(r), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be Guarantor is the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and the requirements in Sections 5.01(x) and 5.02(p) shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty and execute and deliver such documents and instruments as the Borrower may reasonably request to evidence the release of such Guarantor from the Guaranty, which documents and instruments shall be reasonably satisfactory to the Administrative Agent; provided, further, that in accordance connection with Section 9.14(bany such release of such Guarantor, the Borrower shall provide a certificate of a Responsible Officer to the Administrative Agent confirming that simultaneously therewith, such Guarantor shall be released from its “Guaranty” (as defined in the Summit OP Facility (2023) Credit Agreement).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, however that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a any such Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party or any other Subsidiary of a Loan Party may merge with any other Person that is not a Loan Party so long as such Loan Party or such Subsidiary, as the case may be, is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiaryanother Loan Party, provided that (A) no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction and (B) no Default or Event of Default would result therefrom, and (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Transfer.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a any such Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party or any other Subsidiary of a Loan Party may merge with any other Person that is not a Loan Party so long as such Loan Party or such Subsidiary, as the case may be, is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiaryanother Loan Party, provided that (A) no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction and (B) no Default or Event of Default would result therefrom, and (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets owned by such Person Subsidiary 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or intoIt will not, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or nor will it permit any of its Restricted Subsidiaries to, merge into or consolidate with any Person or permit any Person to do somerge into it, except that any direct or indirect Subsidiary 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 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 event shall occur and be continuing that constitutes a Default and the Administrative Agent shall have received written notice of any such merger or consolidation not later than 30 days (ior such longer period as may be acceptable to the Administrative Agent) any Restricted Subsidiary of a Loan Party may merge after the effectiveness thereof if such merger or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also consolidation involves a Loan Party. Fresh Produce shall not, a Loan Party and shall be the surviving entity andnot permit any Subsidiary to, liquidate or dissolve itself or otherwise wind up its business, except any Subsidiary may liquidate or dissolve if all of its assets are transferred to Fresh Produce or another Subsidiary in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously compliance with such Division become a Loan Party or (BSection 6.5(e) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent hereof (provided that the Administrative Agent receives 30 days' prior written notice if such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become Subsidiary is a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e5.02 (e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Borrower (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity party and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, provided, in each case, that (A) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and (B) the Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate demonstrating that the Facility Available Amount (calculated on a pro forma basis after giving effect to such merger) will be greater than or equal to the Facility Exposure. Notwithstanding any other provision of this Agreement, (yx) any Restricted Subsidiary of a Loan Party that is not itself a Loan Party may merge or consolidate with or into, or convey all or substantially all of its assets (other than whether now owned or hereafter acquired) to, any Person, so long as such transaction, to the extent resulting in a direct or indirect Transfer of assets, complies with Section 5.02(e), mutatis mutandis, the Borrower determines in good faith that such proposed transaction is in the best interests of the Borrower, and no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, (y) any Subsidiary of a Loan Party that is the direct owner of an Unencumbered Asset) not itself a Loan Party may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiarywholly-owned Subsidiary of Borrower, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentBorrower) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)and the Collateral Documents.

Mergers, Etc. Merge Each Credit Party will not, and will not permit any of its Subsidiaries to, merge into or with or consolidate with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, transfer (except as permitted by Section 5.02(e))or sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets Property to any other Person (whether now owned or hereafter acquired) to, any Person), or Divide, liquidate or permit any of its Restricted Subsidiaries to do sodissolve; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, provided that no Default or Event of Default shall have has occurred and be is continuing at the time of such proposed transaction or would result therefrom, and (za) any Loan Party or Restricted Subsidiary of the Borrower may (i) participate in a Loan consolidation with the Borrower (provided that the Borrower shall be the continuing and surviving entity) or (ii) transfer all or substantially all of its assets to the Borrower or a Subsidiary of the Borrower that is a Guarantor, (b) any Subsidiary of the Borrower may participate in a consolidation with another Subsidiary of the Borrower (provided that if a Credit Party is involved in such consolidation, such Credit Party shall be permitted to effect the continuing or surviving entity), (c) any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person Credit Party (other than the Borrower or the ParentBorrower) that owns such assets may dissolve so long as Section 5.02(esuch Credit Party does not own or hold any Oil and Gas Properties and if such Credit Party distributes its assets (if any) would otherwise permit to the Transfer of all assets owned by Borrower or another Credit Party prior to such Person at the time of such sale or transfer of such Equity Interests. Upon the sale or transfer of Equity Interests in dissolution and (d) any Person that is a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request Subsidiary of the Borrower and at may merger or consolidate with another Person in connection with any Investment permitted under Section 7.05 (provided that if a Credit Party is involved in such consolidation, such Credit Party shall be the continuing or surviving entity). The Borrower will not change its organizational form, or enter into any transaction which has the effect of changing the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)organizational form.

Mergers, Etc. Merge Except as permitted by Section 5.02(e), merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentBorrower, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity)Party, 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. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets 93 Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets Assets so long as Section 5.02(e5.02(d) would otherwise permit the Transfer of all assets Assets owned by such Person Subsidiary 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge Except as permitted by Sections 5.02(e) and (f), merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a any such Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or and (B) if one the Equity Interests in such Subsidiary (or more in the Equity Interests of such Subsidiaries its direct or indirect parent that is an Unrestricted Subsidiarya direct Subsidiary of the Term B Borrower) are subject to a pledge under the Collateral Documents, the Equity Interests in the surviving entity (or in the Equity Interests of its direct or indirect parent that is a Restricted direct Subsidiary of the Term B Borrower) shall be subject a pledge under the surviving entityCollateral Documents) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the BorrowerBorrowers, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any other Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person another Loan Party is the surviving entity and shall promptly (iii) any Subsidiary of the Initial CMBS Borrower may become a Loan Party (provided further that direct subsidiary of the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Revolving Credit Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entityParty) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly contemporaneously with such merger become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p5.01(o), and which is the general partner or other owner of a Person simultaneously merging with the Borrower or a Subsidiary of the Borrower, and the Parent Guarantor shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets so long as 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 Interestsassets. Upon the sale or transfer of Equity Interests in any Person that is a Guarantor permitted under clause (z) above, ; provided the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b))expense, release such Guarantor from the Guaranty and the Collateral Documents in accordance with Section 9.14(b10.14(a).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) related transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that : (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not may merge with a Person that if (A) the Borrower is not a Loan Party unless the surviving corporation, and (B) after giving effect to such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, provided that no Default or Event of Default shall have occurred and all representations and warranties shall be true and correct; (ii) 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 Borrower is not a party, a Subsidiary Guarantor shall be the continuing at or surviving Person (in the time 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 proposed transaction and the Borrower is not a party, a Domestic Subsidiary shall be the surviving or would result therefromcontinuing 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); (C) if the Borrower is a party to such transaction, the Borrower 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); and (zD) if a wholly-owned Subsidiary is a party to such transaction and the Borrower 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 (iii) any Loan Party Subsidiary may dissolve, liquidate or Restricted Subsidiary of wind-up its affairs at any time if such dissolution, liquidation or winding up is not disadvantageous to the Banks in any material respect, provided that such dissolution, liquidation or wind-up (x) does not result in a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as Section 5.02(e) would otherwise permit the Transfer Disposition of all or substantially all of the 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at (y) the Borrower’s expense resulting Disposition of assets is permitted by any of subsections (but not in limitation of the provisions iii) through (xiv) of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b5.02(e).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party (other than the Borrower) may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity andentity), in (ii) any Subsidiary of the case Borrower may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), the assets of such dividing Loan Party Borrower (provided that the Borrower shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), the surviving entity) and (iiiii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with if the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with another Person, in which case the Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have ​ ​ occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, dissolve or Divide if the Borrower Operating Partnership determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower Operating Partnership and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower Operating Partnership or any one or more Subsidiaries thereof, which Subsidiary or Subsidiaries shall be Loan Parties if the Subsidiary being liquidated, dissolved or Divided is a Restricted SubsidiaryLoan Party, 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. Notwithstanding anything else stated in this Section 5.02(c) to the contrary, and the Borrower may not liquidate, dissolve or Divide or merge with any other Person (z) any Loan Party or Restricted Subsidiary except in the case of a Loan Party shall be permitted to effect any Transfer of assets through merger where Borrower is the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(bsurviving entity).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division)to, any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Partyentity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner or direct lessee of an Unencumbered a Borrowing Base Asset) may liquidate, liquidate or dissolve or Divide if the Borrower determines in good faith that such liquidation, liquidation or dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, liquidation or dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) Subsidiary of such Loan Party that owns such assets Assets so long as Section 5.02(e5.02(d) would otherwise permit the Transfer of all assets Assets owned by such Person Subsidiary 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party (other than the Borrower) may merge or consolidate with or into, or dispose of assets to (including pursuant to a ​ ​ Division), any other Subsidiary of such a Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) or any other Loan Party other than the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity andentity), in (ii) any Subsidiary of the case Borrower may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), the assets of such dividing Loan Party Borrower (provided that the Borrower shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), the surviving entity) and (iiiii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity or (except in the case of a merger with if the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with another Person, in which case the Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered AssetBorrower) may liquidate, dissolve or Divide if the Borrower Operating Partnership determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower Operating Partnership and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower Operating Partnership or any one or more Subsidiaries thereof, which Subsidiary or Subsidiaries shall be Loan Parties if the Subsidiary being liquidated, dissolved or Divided is a Restricted SubsidiaryLoan Party, 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. Notwithstanding anything else stated in this Section 5.02(c) to the contrary, and the Borrower may not liquidate, dissolve or Divide or merge with any other Person (z) any Loan Party or Restricted Subsidiary except in the case of a Loan Party shall be permitted to effect any Transfer of assets through merger where Borrower is the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the Parent) that owns such assets so long as 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 a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(bsurviving entity).

Mergers, Etc. Merge Except as permitted by Section 5.02(e), merge or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e))transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entityParty) or any other Loan Party other than the Parent Guarantor (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the ParentParent Guarantor, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly contemporaneously with such merger become a Loan Party (provided further that the Parent Guarantor shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p5.01(s), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent Guarantor shall be the surviving entity), 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. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered a Borrowing Base Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted SubsidiaryGuarantor, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets Assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or the ParentParent Guarantor) that owns such assets Assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets 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 a Guarantor permitted under clause (z) above, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)Guaranty.

Mergers, Etc. Merge The Borrower will not, and will not permit any Subsidiary to, merge into or with or consolidate with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, transfer (except as permitted by Section 5.02(e))or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Divisiontransactions) all or substantially all of its assets Property to any other Person (whether now owned or hereafter acquired) to(any such transaction, any Persona “consolidation”), or Divide, liquidate or permit any of its Restricted Subsidiaries to do sodissolve; provided, however, that provided that (ia) any Restricted Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division), any other Subsidiary of such Loan Party (provided that (A) if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) The Borrower or any other Loan Party may participate in a consolidation with any other than Person so long as (i) no Event of Default is continuing, (ii) any such consolidation would not cause a Default hereunder, (iii) if the Parent (provided that such Loan Party orBorrower consolidates with any Person, in the case of any Loan Party other than the Borrower, another Loan Party Borrower shall be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party)Person, and (iiiv) if any other Loan Party may merge consolidates with any Person that is not a Loan Party so long as such Loan Party is the surviving entity or (except in the case of a merger with the Borrower or the Parent, which shall always be the surviving entity) such other Person is the surviving entity and shall promptly become a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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 (z) any Loan Party or Restricted Subsidiary of a Loan Party shall be permitted to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other than the Borrower or another Loan Party) and such Loan Party is not the Parentsurviving Person, such surviving Person shall expressly assume in writing (in form and substance satisfactory to the Administrative Agent) that owns such assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets owned by such Person at the time obligations of such sale Loan Party under the Loan Documents; (b) any Subsidiary may participate in a consolidation with (i) the Borrower (provided that the Borrower shall be the continuing or surviving Person) or (ii) any other Subsidiary and if one of such Subsidiaries is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary; and (c) a Subsidiary may wind-up, dissolve, liquidate or sell or transfer its assets if (i) all of such Equity Interests. Upon the sale or transfer of Equity Interests in any Person that its Property is a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of transferred to the Borrower or another Loan Party and at (ii) the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release Loan Party acquiring such Guarantor from the Guaranty in accordance Property promptly complies with Section 9.14(b)its applicable obligations under Sections 8.12 and 8.14.

Mergers, Etc. Merge with or into or consolidate with or into, or convey, transfer (except as permitted by Section 5.02(e)), lease or otherwise dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or Divide, or permit any of its Restricted Subsidiaries the other Loan Parties or Consumers to do so; provided, however, that (i) any Restricted Subsidiary of a Loan Party may merge with or into or consolidate with or into, any other Person, except that (i) (x) any Loan Party may merge with or dispose into any other Loan Party, (y) any Subsidiary of assets to (including pursuant to a Division), Loan Party that is not a Loan Party may merge into such Loan Party or with or into any other Subsidiary of any Loan Party, provided that (a) in any such merger with or into the Company, the Company is the surviving corporation, (b) in any such merger into a Loan Party under clause (y) above, the Loan Party is the survivor thereof, (c) no Default or Event of Default shall be continuing or result therefrom and (d) such Loan Party (provided that (A) if one shall not be liable with respect to any Debt or more of such Subsidiaries is also a Loan Party, a Loan Party shall allow its property to be the surviving entity and, in the case of a Division, the assets of such dividing Loan Party shall be held by a Loan Party subject to any Lien which it could not become liable with respect to or an entity which shall contemporaneously with such Division allow its property to become a Loan Party or (B) if one or more of such Subsidiaries is an Unrestricted Subsidiary, a Restricted Subsidiary shall be the surviving entity) subject to under this Agreement or any other Loan Party other than Credit Document on the Parent (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity and, in the case of a Division, the assets date of such dividing Loan Party shall be held by a Loan Party or an entity which shall contemporaneously with such Division become a Loan Party)transaction, and (ii) any Loan Party may merge with or into any Person other Person, provided that is not a Loan Party so long as such (a) the Loan Party is the surviving entity or (except survivor thereof, or, in the case of any Loan Party that is a merger with the Borrower or the Parentcorporation reconstituting itself as limited liability company, which such limited liability company shall always be the surviving entity) such other Person is the surviving entity survivor thereof and shall promptly become be thereafter deemed to be a Loan Party (provided further that the Parent shall not merge with a Person that is not a Loan Party unless such merger is with a Person that would be in compliance with Section 5.01(p), and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, and the Parent shall be the surviving entity), provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreementhereunder, (yb) any Restricted Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate, dissolve or Divide if the Borrower determines in good faith that such liquidation, dissolution or Division is in the best interests of the Borrower and the assets or proceeds from the liquidation, dissolution or Division of such Restricted Subsidiary are transferred to the Borrower or a Restricted Subsidiary, 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, (c) such Loan Party shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Credit Document on the date of such transaction, and (zd) any Loan Party or Restricted Subsidiary immediately after giving effect to such merger, the Net Worth of a such Loan Party shall be permitted equal to effect any Transfer of assets through the sale or transfer of direct or indirect Equity Interests in the Person (other greater than the Borrower or the Parent) that owns such assets so long as Section 5.02(e) would otherwise permit the Transfer of all assets owned by such Person at the time Net Worth of such sale or transfer Loan Party as of the last day of the fiscal quarter immediately preceding the date of such Equity Interests. Upon the sale or transfer of Equity Interests in any Person that is a Guarantor permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense (but not in limitation of the provisions of Section 9.14(b)), release such Guarantor from the Guaranty in accordance with Section 9.14(b)merger.