Common use of Mergers, Etc Clause in Contracts

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoing, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transaction.

Mergers, Etc. Merge Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or with or consolidate with any Person or permit any Person to merge into itother Person, or liquidate, divide Dispose of (whether in one transaction or dissolve, in a series of transactions) all or permit any of its Subsidiaries to do any substantially all of the foregoingProperty of Parent and its Restricted Subsidiaries, taken as a whole, to any other Person, except that: (ia) subject to Section 9.05(b), any Restricted Subsidiary of (other than the Borrower Borrower) may merge be merged into or consolidate with the Borrower consolidated with, or any other Subsidiary Dispose of the Borrower; provided that in the case all or substantially all of any such merger or consolidation its Property, to which the Borrower is a party, the Borrower shall be the surviving entity; (iii) the Borrower or Parent, so long as the Borrower or Parent, as applicable, is the surviving business entity, or (ii) another Restricted Subsidiary; (b) any of its Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person other Person or permit any other Person to merge into or consolidate with it; provided that than another Group Member if (i) in such Restricted Subsidiary is the case of any surviving entity, (ii) such other Person is the surviving entity and becomes a Restricted Subsidiary contemporaneously with such merger or consolidation and complies with Section 8.06 (to which the Borrower extent applicable) or (iii) such other Person is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such the merger or consolidation, no Event of Default shall have occurred and be continuingconsolidation constitutes a Disposition permitted by Section 9.11; (iiic) as part of any sale, lease, transfer or other disposition not prohibited by subject to Section 5.03(e9.05(b), any Subsidiary of Parent or the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that so long as (i) immediately before and after giving effect to such merger or consolidationthereto, no Default or Event of Default shall have occurred and be continuingcontinuing and (ii) Parent or the Borrower, as applicable, is the surviving business entity (or, so long as no Change in Control shall have occurred, the surviving entity is a Person organized under the laws of the United States or any state thereof that assumes all of the obligations and liabilities applicable to Parent or the Borrower, as applicable, under this Agreement and the other Loan Documents); and (ivd) any Restricted Subsidiary of the Borrower (other than any Loan Party) may liquidate or dissolve if the Borrower so long as Parent determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionPerson.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itThe Borrower will not, or liquidate, divide or dissolve, or and will not permit any of its the Restricted Subsidiaries to do any of the foregoingto, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person Person, or permit any other Person to merge into or consolidate with it; provided that , or sell, transfer, lease or otherwise dispose of (iin one transaction or in a series of transactions) all or a substantial portion of the Borrower’s consolidated assets, or all or a substantial portion of the stock of all of the Restricted Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, unless (a) at the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity time thereof and (ii) immediately before and after giving effect to such merger or consolidation, thereto no Event of Default shall have occurred and be continuing; continuing and (iiib) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to any such merger or consolidationtransaction, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest business, taken as a whole, of the Borrower and the Restricted Subsidiaries shall not have been altered in a fundamental and substantial manner from that conducted by them, taken as a whole, immediately prior to the Effective Date, provided that (i) if the Borrower is not materially disadvantageous to the Lenders; providedsurvivor of any such consolidation or merger involving the Borrower, however(A) the Borrower, that in each case, at the time thereof and immediately before and after giving effect thereto, no Event shall be in compliance on a pro forma basis with the financial covenants contained in Section 6.01 as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of Default the most recently completed four fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 5.01 (as demonstrated by delivery to the Administrative Agent of a certificate of a Responsible Officer to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger), (B) the surviving Person of such consolidation or merger shall expressly assume all of the Borrower’s rights and obligations under this Agreement and the other Credit Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and shall thereafter be deemed to be the Borrower for all purposes hereunder, (C) such consolidation or merger will not result in a Change in Control and (D) the Administrative Agent shall have occurred received such legal opinions and be continuing. Notwithstanding any other provision of this Section 5.03, certificates in connection therewith as it may reasonably request and (ii) the Borrower will shall not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactiondissolve.

Mergers, Etc. (i) Merge into or consolidate with any Person or permit any Person to merge into itwith, or liquidatesell, divide assign, lease, or dissolveotherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or permit any of its Subsidiaries Principal Subsidiary to do any of the foregoingso, except that: (i) that any Subsidiary of the Borrower may merge into or consolidate with the Borrower or, subject to Section 6.7(c), transfer assets to Guarantor or any other Subsidiary Subsidiary, and Guarantor may merge with any Person; provided, that, immediately thereafter and after giving effect thereto, (A) no event shall occur or be continuing which constitutes a Lease Default or a Lease Event of Default, (B) such transaction, after giving effect thereto and to all prior transactions, would not reduce Guarantor's Indirect Beneficial Ownership Interest in the BorrowerLeased Assets or in the Owned Assets, respectively, included in any Qualified MAN or FCL to less than forty-nine percent (49%); provided provided, however, that, subsequent to an initial public offering by Lessee that reduces the Indirect Beneficial Ownership Interest of Guarantor to below forty-nine percent (49%), no such merger, consolidation or sale, assignment, lease or disposition of assets shall reduce the Indirect Beneficial Ownership Interest of Guarantor, calculated On a Fully Diluted Basis, below the Indirect Beneficial Ownership Interest of Guarantor, calculated On a Fully Diluted Basis, maintained immediately Participation Agreement after such initial public offering and, in the case of any such merger or consolidation to which the Borrower Guarantor is a party, the Borrower shall be either (1) Guarantor is the surviving entity;corporation, or (2) the surviving entity (if not Guarantor) has a Consolidated Net Worth immediately subsequent to such merger at least equal to the Consolidated Net Worth of Guarantor immediately prior to such merger and expressly assumes the obligations of Guarantor under the Operative Documents; provided, further, however, that, notwithstanding the foregoing, each of Guarantor and any of the Principal Subsidiaries may sell assets (other than Leased Assets and Owned Assets) in the ordinary course of its business. Leased Assets and Owned Assets comprising all or a portion of a Qualified MAN or FCL may only be transferred, assigned or subleased in accordance with the provisions of the Lease, Section 5.2(a) and (b) and Section 6.7(c) to the extent applicable. (ii) the Borrower Permit any Interested Subsidiary to merge or any consolidate with, or to sell, assign, lease, or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, except that any Interested Subsidiary may merge into or consolidate with or transfer all or substantially all of its assets to Guarantor or any other Person Subsidiary or permit transfer all or substantially all of its assets to any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the LendersPerson; provided, however, that in each casethat, immediately before thereafter and after giving effect thereto, no Event in each case, each of Default the requirements set forth in Section 5.2(a) shall have occurred and be continuingsatisfied or waived (to the same extent as if that Section applied to such Interested Subsidiary). Notwithstanding any other provision of If an Interested Subsidiary would also qualify as a Principal Subsidiary under Section 6.7(d)(i), this Section 5.03, the Borrower will 6.7(d)(ii) and not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionSection 6.7(d)(i) shall apply.

Mergers, Etc. Merge Such Loan Party will not, and will not permit any Subsidiary to: (a) merge with or into or consolidate with or into any Person other Person, except the Guarantor may merge with or permit into or consolidate with or into any Person of its Subsidiaries, provided that immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes a Default or an Event of Default, (B) the Guarantor is the surviving corporation and (C) the Guarantor shall not be liable with respect to merge into it, any Debt or liquidate, divide allow its property to be subject to any Lien which it could not become liable with respect to or dissolve, allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction; or (b) permit any of its Subsidiaries to do merge with or into or consolidate with or into any other Person, except that any such Subsidiary may merge with or into any other Person, provided that immediately after giving effect thereto, (A) the surviving corporation is a Subsidiary of the Guarantor and if one of the parties to the merger is the Borrower, the Borrower is the survivor thereof, (B) no event shall occur and be continuing that constitutes a Default or an Event of Default and (C) neither the Guarantor nor any of its Subsidiaries shall be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction. Notwithstanding anything to the contrary in the foregoing, except that: (i) any Subsidiary of the Borrower may merge into or consolidate the Guarantor with the Borrower or any other Subsidiary Guarantor as the survivor thereof so long as the Guarantor assumes all of the Borrower; provided that in Obligations under the case of any such merger or consolidation same terms as those existing under the Loan Documents. At Guarantor’s cost, prior to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionmerger, the Loan Parties shall have delivered to the Administrative Agent all assumption documents approved by the Administrative Agent to evidence such assumption.

Mergers, Etc. Merge into The Borrower shall not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or, except as permitted pursuant to Section 7.06, acquire all or substantially all of the Stock of any Person, or acquire all or substantially all of the assets of any Person (other than live inventory) or permit enter into any Person to merge into itjoint venture or partnership with, or liquidate, divide or dissolveany Person, or permit any of its Subsidiaries to do any of the foregoingso; provided, except however, that: (a) the Borrower may merge with a wholly-owned Subsidiary of the Borrower so long as (i) the Borrower is the surviving corporation and (ii) at the time of, and immediately after giving effect to, such merger, no condition or event shall exist which constitutes an Event of Default; (b) any wholly-owned direct or indirect Subsidiary of the Borrower may merge with or into any other wholly-owned direct or indirect Subsidiary of the Borrower or acquire Stock of any other wholly-owned direct or indirect Subsidiary of the Borrower; (c) the Borrower or any Subsidiary of the Borrower may acquire all or substantially all of the Stock or all or substantially all of the assets of any Person, provided (i) at the time of, and immediately after giving effect to such acquisition, no condition or event shall exist which constitutes an Event of Default, (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Sections 7.13 and 7.14, assuming such acquisition occurred on the first day of the four fiscal quarter period most recently ended, (iii) until such time as the commitments under each of the Bridge Facility and the Receivables Bridge Facility shall have been terminated, and all outstanding loans thereunder shall have been repaid in full (the "Bridge Termination Date"), the Borrower shall have obtained, and delivered to the Administrative Agent, written confirmations from S&P and ▇▇▇▇▇'▇ that, immediately after giving effect to such acquisition, (x) the Borrower will maintain ratings of its Index Debt of at least BBB by S&P and Baa3 by ▇▇▇▇▇'▇, (y) neither of such ratings is under review for possible downgrade and (z) the Borrower has not been placed on credit watch with negative implications by either such rating agency and (iv) after the Bridge Termination Date and prior to October 2, 2004, with respect to any such acquisition involving consideration in excess of $300,000,000, the Borrower shall either (A) have obtained, and delivered to the Administrative Agent, a written confirmation from either S&P or ▇▇▇▇▇'▇ that, immediately after giving effect to such acquisition, (x) the Borrower will maintain a rating of its Index Debt of at least BBB- by S&P or Baa3 by ▇▇▇▇▇'▇, as the case may be, (y) such rating is not under review for possible downgrade and (z) the Borrower has not been placed on credit watch with negative implications by such rating agency or (B) have delivered to the Administrative Agent a certificate of the Chief Financial Officer of the Borrower certifying that on a pro forma basis, giving effect to such acquisition (but without giving effect to any projected cost savings related thereto) as if the acquisition had occurred as of the first day of the four consecutive fiscal quarter period of the Borrower most recently ended, the Leverage Ratio of the Borrower is 3.50:1.00 or lower, which certificate shall set forth in reasonable detail satisfactory to the Administrative Agent the computations necessary to determine such Leverage Ratio; and (d) the Borrower or any Subsidiary of the Borrower may merge into with any other corporation permitted to be acquired pursuant to paragraph (c) above, provided (i) at the time of, and immediately after giving effect to, such merger, no condition or consolidate with event shall exist which constitutes an Event of Default and (ii) and after such merger, the surviving corporation is the Borrower or any other a Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionrespectively.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower; and provided further that, in the case of any such merger or consolidation to which the Borrower a Subsidiary Guarantor is a party, the Borrower Person formed by such merger or consolidation shall be the surviving entitya Subsidiary Guarantor; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer sale or other disposition not prohibited by permitted under Section 5.03(e5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iii) in connection with any Permitted Acquisition, any Acquisition Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, provided that immediately before and after giving effect to the Person surviving such merger or consolidation, no Event of Default consolidation shall have occurred and be continuing; and (iv) any a wholly owned Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith Borrower; and provided, further that such liquidation or dissolution is in the best interest case of any merger or consolidation to which a Subsidiary Guarantor is a party, the Borrower Person formed by such merger and is not materially disadvantageous to the Lendersconsolidation shall be a Subsidiary Guarantor; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding continuing and in the case of any other provision of this Section 5.03such merger to which the Borrower is a party, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionis the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itinto, or liquidateconvey, divide transfer, lease or dissolveotherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets (other than the acquisition of assets of any Facility or Related Business or an Existing Clinic Acquisition, whether or not such acquisition is accomplished by merger or by Securities or asset purchase, so long as such acquisition satisfies all the conditions precedent set forth in Section 6.02(f)(i) or (ii) and, if any merger involves the Borrower, the Borrower is the surviving corporation) of, any Person, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of may consolidate with or merge into the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, (only if the Borrower shall be the continuing or surviving entity; corporation) or (iiexcept for the Intercompany Creditor) the Borrower with or any of its Subsidiary may merge into one or consolidate with any more other Person or permit any other Person to merge into or consolidate with it; Subsidiaries that are Guarantors, provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (iiA) immediately before and after giving effect to such merger consolidation or consolidationmerger, no Event of Default the parties thereto and the survivor thereof all are Solvent, (B) all Guaranties shall continue in full force and effect, and (C) the Agent shall have occurred and be continuing;been furnished with a favorable opinion of counsel reasonably satisfactory to the Agent covering such matters as the Agent may reasonably request; and (iiiii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may consolidate or merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; Person, provided that (A) immediately before and after giving effect to such consolidation or merger, the parties thereto and the survivor thereof all are Solvent, (B) the Borrower shall be the continuing or surviving corporation, (C) no Change of Control shall occur and (D) all Guaranties shall continue in full force and effect; provided, however, that immediately before and after any consolidation or merger or consolidationunder this Section 6.02(g), no Event of Default Default, or event which, with the giving of notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transaction.

Mergers, Etc. Merge into or consolidate with or into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person or permit any Person to merge into it, or liquidate, divide or dissolvePerson, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower Guarantor may merge into or consolidate with the Borrower or transfer assets to or acquire assets from any other Subsidiary of the Guarantor; and (ii) any Subsidiary of the Guarantor may merge into or transfer assets to the Borrower; and (iii) the Guarantor or any Subsidiary of the Guarantor may merge, or consolidate with or transfer all or substantially all of its assets to any other Person; provided that in the case of any such merger or consolidation to which the Borrower is a partyeach case, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidationthereto, (A) no Event of Default shall have occurred and be continuing; continuing (iii) as part determined, for purposes of any sale, lease, transfer or other disposition not prohibited by compliance with Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and 7.01 after giving effect to such merger transaction, on a pro forma basis for the period of four consecutive fiscal quarters of the Guarantor then most recently ended, as if such transaction had occurred on the first day of such period, and, for purposes of compliance with Section 7.02 after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor's fiscal quarter then most recently ended); (B) in the case of any merger, consolidation or consolidationtransfer of assets to which the Borrower is a party (other than a merger, no Event consolidation or transfer of Default assets between the Borrower and the Guarantor), the Borrower shall be the continuing or surviving corporation; (C) in the case of any merger, consolidation or transfer of assets between the Borrower and the Guarantor, the Guarantor shall have occurred and be continuing; and (iv) any Subsidiary assumed all of the obligations of the Borrower under and in respect of the Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such opinions of counsel and other supporting documents as they may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is reasonably require; (D) in the best interest case of any merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party (other than a merger, consolidation or transfer of assets between such Person and a Credit Party), NIPSCO or Columbia, as the Borrower and case may be, shall be the continuing or surviving corporation; (E) in the case of any merger, consolidation or transfer of assets to which the Guarantor is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03a party, the Borrower will not merge with Guarantor shall be the continuing or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionsurviving corporation; and (F) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Moody's.

Mergers, Etc. Merge Except as otherwise permitted under Section 9.7 or 9.8, the Borrower shall not, and shall not cause or permit any Borrower Subsidiary to, merge with or into or consolidate with any Person or permit any Person to merge into itinto, or liquidate, divide wind-up or dissolve, or permit any convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) (each a “Merger Event”), all or a substantial part of its Subsidiaries to do any assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the foregoingassets or capital stock or other ownership interest of, except thator enter into any joint venture or partnership agreement with, any Person, unless: (i) any Subsidiary the resulting entity is a special purpose entity, the charter of which is substantially similar to the Organizational Documents of the Borrower or the equivalent Organizational Documents of such Borrower Subsidiary, as the case may merge into or consolidate with be, and, after such Merger Event payments from such resulting entity to the Borrower or Lenders and the Eligible Counterparties do not give rise to any other Subsidiary withholding tax payments less favorable to the Lenders and the Eligible Counterparties than the amount of the Borrower; provided that any withholding tax payments which would have been required had such event not occurred; (ii) in the case of any such merger a Merger Event involving the Borrower, the surviving successor or consolidation transferee entity shall expressly assume all of the obligations of the Borrower under this Agreement and each other Transaction Document to which the Borrower is then a partyparty (with, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a partytransfer only, the Borrower shall be thereupon being released) and in the case of a Merger Event involving such Borrower Subsidiary, the surviving successor or transferee entity and shall expressly assume all of the obligations of such Borrower Subsidiary under each Transaction Document to which it is then a party (iiwith, in the case of a transfer only, such Borrower Subsidiary thereupon being released); (iii) the prior written consent of the Administrative Agent is obtained with respect to such Merger Event; (iv) immediately before and after giving effect to such merger or consolidationMerger Event, no Event of Default shall have occurred and be continuing; (iiiv) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate delivers to the Administrative Agent an officer’s certificate stating that such Merger Event complies with any other Person or permit any other Person to merge into or consolidate with it; the above criteria and, if applicable, Section 9.7 and 9.8, and that all conditions precedent provided that immediately before and after giving effect for herein relating to such merger or consolidation, no Merger Event of Default shall have occurred and be continuingbeen complied with; and (ivvi) the Borrower delivers to the Administrative Agent an Opinion of Counsel reasonably acceptable to the Administrative Agent; provided that this covenant shall not apply to any Subsidiary of such Merger Event within and among the Borrower Group, if the Borrower shall have determined that such Merger Event (x) would not materially adversely affect the Security Trustee or the Secured Parties, and (y) is otherwise consistent with Sections 9.16, 9.19 and 9.20; provided further that the Borrower may liquidate or dissolve if any Borrower Subsidiary with the Borrower determines in good faith that such liquidation or dissolution is in the best interest consent of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionAdministrative Agent.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itinto, or liquidateconvey, divide transfer (except as permitted by Section 5.02(e)), lease (but not including entry into Operating Leases between Guarantors and TRS Lessees) or dissolveotherwise 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 Subsidiaries to do any of the foregoingso; provided, except that: however, that (i) any Subsidiary may merge or consolidate with or into, or dispose of assets to (including pursuant to a Division) any other Subsidiary (provided that if one or more of such Subsidiaries is a Loan Party, a Loan Party shall be the surviving entity) and (ii) any Subsidiary that is not a Loan Party may merge with any Person that is not a Loan Party, in each case so long as no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom and the requirements in Section 5.02(p) shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any (other Subsidiary of the Borrower; provided that in the case of than any such merger Subsidiary that is the direct owner of a Borrowing Base Asset) may liquidate, dissolve or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve Divide if the Borrower determines in good faith that such liquidation liquidation, dissolution or dissolution Division is in the best interest interests of the Borrower and is not materially disadvantageous the assets or proceeds from the liquidation, dissolution or Division of such Subsidiary are transferred to the Lenders; providedBorrower or a Guarantor, however, provided that in each case, immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. Notwithstanding any other provision continuing at the time of this Section 5.03such proposed transaction or would result therefrom, and (z) the Borrower will not merge with or into, consolidate with, any Subsidiary thereof shall be permitted to effect any Transfer of Assets through the sale or liquidate transfer of direct or dissolve into any indirect Equity Interests in the Person (other than any other Broker-Dealer Subsidiary Equity Interests that constitute Collateral) 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 becomes is a Broker-Dealer Subsidiary upon consummation Guarantor permitted under clause (z) above, so long as each of the Release Conditions with respect to the release of such transactionGuarantor shall have been satisfied, the Administrative Agent shall, upon the request of, and at the expense of, the Borrower, 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 Borrower may reasonably request to evidence the release of such Guarantor from the Guaranty and the release the pledge of Equity Interests in such Guarantor granted pursuant to the Pledge Agreement, which documents and instruments shall be reasonably satisfactory to the Administrative Agent.

Mergers, Etc. Merge into No Loan Party shall enter into, any reorganization, consolidation, amalgamation, arrangement, winding-up, merger or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingother similar transaction (a “Merger”), except thatany Loan Party may enter into any such transaction if: (i) any Subsidiary no Default or Event of the Borrower may merge into Default exists or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any would result from such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entitytransaction; (ii) the Borrower or any provides reasonable advance notice thereof to the Lenders and at the request of its Subsidiary may merge into or consolidate with any other Person or permit any other Person the Lenders the Borrower provides proforma calculations of the Minimum Liquidity and Consolidated Debt Service Coverage Ratio to merge into or consolidate with it; provided that show proforma compliance thereof after giving effect to such Merger; (iiii) in the case of a transaction involving any such merger Parent Guarantor incorporated under the laws of Canada or consolidation to which the Borrower is a partyone of its Provinces or Territories, the Borrower shall be continuing corporation is also a limited liability corporation existing under the surviving entity and (ii) immediately before and after giving effect to such merger laws of Canada or consolidation, no Event one of Default shall have occurred and be continuingits Provinces or Territories; (iiiiv) the continuing corporation assumes the relevant Loan Parties’ obligations under the Loan Documents; (v) in the case of a transaction involving the Borrower, the Guarantor confirms that its guarantee continues to extend to the Obligations of the Borrower; (vi) such transaction is on such terms, and carried out in such manner, as to preserve and not to impair, and to have no adverse effect on, any of the rights and powers of the Lender hereunder and under the other Loan Documents; (vii) prior to or contemporaneously with the completion of such transaction, the continuing corporation shall have executed and delivered, or caused to have been executed and delivered, to the Lender such documents (including legal opinions of counsel to the continuing corporation) as part of any salemay, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary in the opinion of the Borrower may merge into Lender, acting reasonably, be necessary to effect or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuingestablish the matters in paragraphs (i) through (v) above; and (ivviii) any the business of the merged entity is consistent with the Primary Business. Notwithstanding anything to the contrary contained in this Agreement, the acquisition by Canopy of all or a portion of the shares of the Parent pursuant to the Canopy Arrangement Agreement, which may be effected by the amalgamation of the Parent with a Subsidiary of Canopy, is not prohibited by this Agreement. Any reorganization of any Loan Party in connection with such acquisition by Canopy shall be subject to the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest prior consent of the Borrower and is Lenders, which consent shall not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionunreasonably withheld.

Mergers, Etc. Merge (a) The Borrower will not consolidate or merge with or into or consolidate with any Person or permit any Person to merge into itother Person, or liquidateliquidate or dissolve; provided, divide that the Borrower may consolidate or dissolve, merge with or permit any of its Subsidiaries to do any of the foregoing, except that: into another Person if (i) any Subsidiary of the Borrower is the entity surviving such consolidation or merger and (ii) at the time of, and immediately after giving effect to, such consolidation or merger, no Default or Event of Default shall have occurred and be continuing. (b) The Borrower will not permit any Guarantor to consolidate or merge with or into any other Person, or liquidate or dissolve; provided that any Guarantor may consolidate or merge with or into (i) the Borrower, (ii) any other Guarantor or consolidate with (iii) any other Person that is not the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a partyGuarantor, the Borrower shall be the surviving entity; so long as (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (iA) in the case of any clause (iii), either (x) such Guarantor is the entity surviving such consolidation or merger or (y) if such other Person is the entity surviving such consolidation or merger, such Person shall have delivered to which the Borrower is Administrative Agent, substantially contemporaneously with such consolidation or merger, an acknowledgment in form and substance reasonably acceptable to the Administrative Agent expressly assuming the obligations of a party, Guarantor under the Borrower shall be the surviving entity Loan Documents and (iiB) at the time of, and immediately before and after giving effect to to, such merger consolidation or consolidationmerger, no Event of Default shall have occurred and be continuing;. (iiic) as part of any saleThe Borrower will not, lease, transfer or other disposition and will not prohibited by Section 5.03(e), permit any Subsidiary to, sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest Property of the Borrower and is not materially disadvantageous its Subsidiaries, taken as a whole, to the Lendersany other Person; provided, howeverthat, that in each case(i) the Borrower may sell, immediately before lease or otherwise transfer all or substantially all of its assets to any Subsidiary and after giving effect thereto(ii) any Subsidiary may sell, no Event lease or otherwise transfer all or substantially all of Default shall have occurred and be continuing. Notwithstanding its assets to the Borrower or any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionSubsidiary.

Mergers, Etc. Merge with or into or consolidate with or into any Person or permit any Person to merge into it, or liquidate, divide or dissolveother Person, or permit any of its Subsidiaries to do any of the foregoing, except that: so unless (i) any Subsidiary immediately after giving effect thereto, no event shall occur and be continuing that constitutes an Event of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a partyDefault, the Borrower shall be the surviving entity; (ii) the consolidation or merger shall not materially and adversely affect the ability of the Borrower (or any of its Subsidiary may merge into successor by merger or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that consolidation as contemplated by clause (i) of this clause (c)) to perform its obligations hereunder or under any Loan Document, and (iii) in the case of any such merger or consolidation to which the Borrower is a party, the Person formed by such consolidation or into which the Borrower shall be merged shall assume the Borrower’s obligations under this Agreement and the other Loan Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Lender. Without limiting the foregoing, (A) the Borrower may merge with or into or consolidate with or into a wholly-owned Subsidiary of the Borrower and (B) the Borrower may transfer all or substantially all of its assets and liabilities to a wholly-owned Subsidiary of the Borrower or to a newly-formed Person to which all or substantially all of the assets and liabilities of the Borrower is being transferred, if, in each case, (1) the surviving entity Person, transferee or Person otherwise specified above is to become the sole Borrower hereunder, as applicable, assumes the Borrower’s obligations under this Agreement and the other Loan Documents pursuant to an instrument in form and substance reasonably satisfactory to the Lender; (ii2) immediately before and the Lender receives evidence reasonably satisfactory to it that, after giving effect to such merger transactions, the Guarantee will remain in full force and effect and will apply (either as a result of such merger, consolidation or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(epursuant to amendments thereto), any Subsidiary ; (3) the Reference Ratings of the surviving or resulting Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and are not, after giving effect to such merger or consolidationtransactions, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary lower than the Reference Ratings of the Borrower may liquidate or dissolve if the Borrower determines in good faith that was a party to such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous transactions immediately prior to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactiontransactions, unless the Reference Ratings of such surviving or resulting Borrower are at least BBB- and Baa3; and (4) the parties to such transaction deliver to the Lender certified copies of all corporate or limited liability company, equity holder and Governmental Authority approvals required in connection with such transactions and legal opinions of counsel to such parties relating to such transactions, the assumption agreement described in clause (1) above.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (iA) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (iiB) immediately before in the case of any such merger or consolidation in which the Borrower is not a party, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower and after giving effect (if a Guarantor is a party to such merger or consolidation, no Event of Default shall have occurred and be continuing) a Guarantor; (iiiii) as part of any sale, lease, transfer the Borrower or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before (A) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and after giving effect (B) in the case of any such merger or consolidation in which the Borrower is not a party, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower and (if a Guarantor is a party to such merger or consolidation) a Guarantor; (iii) as part of any sale or other disposition permitted under Section 5.02(e), no Event any Subsidiary of Default shall have occurred and be continuingthe Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transaction.

Mergers, Etc. Merge into or consolidate or amalgamate with any Person or permit any Person to merge into or consolidate or amalgamate with it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the either Borrower may merge into or amalgamate with or consolidate with the Borrower or any other Subsidiary of the such Borrower; provided that that, in the case of any such merger, amalgamation or consolidation involving a Subsidiary, the Person formed by such merger or consolidation or the amalgamated entity shall be a wholly-owned Subsidiary of such Borrower; (ii) any Subsidiary of either Borrower may merge into or amalgamate with or consolidate with such Borrower; provided that such Subsidiary shall have no Debt, other than Debt permitted to which the be incurred by such Borrower is a party, the under Section 5.02(b) and provided further such Borrower shall be the surviving entity;entity in any such merger or consolidation; and (iiiii) in connection with any acquisition permitted under Section 5.02(e), the U.S. Borrower or any of its Subsidiary may merge into or amalgamate with or consolidate with any other Person or permit any other Person to merge into or amalgamate with or consolidate with it; provided that (iA) in the Person surviving such merger, amalgamation or consolidation shall be the U.S. Borrower or a Subsidiary, as the case may be, or shall assume all obligations of any the U.S. Borrower or such Subsidiary, as the case may be, under the Loan Documents in a manner reasonably satisfactory to the Administrative Agent, (B) such merger, amalgamation or consolidation shall not result in a Change of Control, (C) immediately after such transaction no Event of Default or Default exists and (D) the Person surviving such merger or consolidation to which or the Borrower is a party, the Borrower shall be the surviving amalgamated entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person Debt other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionDebt permitted to be incurred under Section 5.02(b).

Mergers, Etc. Merge The Borrower will not, and will not permit any Subsidiary to, merge into or with or consolidate with any Person or permit any Person to merge into itother Person, or liquidatesell, divide lease or dissolve, otherwise dispose of (whether in one transaction or permit any in a series of transactions) all or substantially all of its Subsidiaries Property to do any of the foregoingother Person (any such transaction, except a “consolidation”); provided that: (a) any Subsidiary may (i) any Subsidiary of participate in a consolidation with (A) the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; (provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the continuing or surviving entitycorporation), or (B) any other Subsidiary (provided that if a Subsidiary Guarantor is a party to such transaction, the survivor is a Subsidiary Guarantor or becomes a party to the Subsidiary Guaranty as a Subsidiary Guarantor) or (ii) transfer all or substantially all of its assets to a Subsidiary Guarantor or a Person that becomes a party to the Subsidiary Guaranty as a Subsidiary Guarantor; (b) the Borrower or any Subsidiary may participate in a consolidation (other than as described in clause (a) above) if (i) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and (ii) the Borrower or such Subsidiary, as the case may be, is the surviving entity or the recipient of any such sale, lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower or any Guarantor from any of its Subsidiary may merge into obligations under this Agreement or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuingLoan Document; (iiic) as part any sale of all or substantially all of the assets of any sale, lease, transfer or other disposition not prohibited Subsidiary provided that such sale is permitted by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing9.09; and (ivd) any Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that continued existence and operation of such liquidation or dissolution Subsidiary is no longer in the best interest interests of the Borrower and its Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such liquidation and dissolution is not materially disadvantageous in any material respect to the Lenders; provided, however, that in each case, and (iii) at the time thereof and immediately before and after giving effect thereto, no Event of Default shall have occurred occur and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transaction.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoing, except that: (ia) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itBorrower; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing;and (iiib) as part of any sale, lease, transfer or other disposition not prohibited by acquisition permitted under Section 5.03(e)6.06, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided provided, that immediately before (i) the surviving or continuing Person formed by such merger or consolidation shall be a Borrower; (ii) the lines of business of the Person to be merged shall be substantially the same lines of business as one or more of the principal businesses or such Borrower in the ordinary course; (iii) such Person or such business is not, at the time of such merger, engaged in the business of leasing trucks; and after giving effect (iv) such Person shall be a United States legal entity with assets domiciled in the United States; provided, that (i) the parties to such merger or consolidation shall, prior to such merger or consolidation, no Event of Default shall have occurred and taken such steps as may be continuing; and (iv) any Subsidiary reasonably required by the Administrative Agent to ensure the continued perfection of the Borrower may liquidate Administrative Agent’s security interest in the Collateral following such merger or dissolve consolidation (as well as the perfection of the Administrative Agent’s security interest in any assets previously owned by the other party to such merger or consolidation otherwise constituting Collateral); and (ii) following any Borrower’s merger with, or consolidation into, any Person that is not a Borrower, any assets owned by such other Person prior to such merger or consolidation shall undergo field exams and an audit by the Administrative Agent or its designee prior to such additional assets being included in ABL CREDIT AGREEMENT the calculation of the Borrowing Base; provided that if the Borrower determines in good faith that value of such liquidation additional assets is less than or dissolution is equal to 5% of the Commitments, such additional assets may be included in the best interest calculation of the Borrower and is not materially disadvantageous to Borrowing Base without any additional field exam, audit or appraisal at the LendersAdministrative Agent’s discretion; provided, however, further that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding ; and provided, further, that no Borrower shall merge into or consolidate with any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation is engaged in the business of such transactionleasing trucks.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itinto, liquidate or dissolve, or liquidateconvey, divide transfer, lease or dissolveotherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with or into the Borrower or any other Subsidiary of the Borrower; (provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the continuing or surviving entity;corporation) or with any one or more other Subsidiaries of the Borrower, (ii) the Borrower or any Subsidiary of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any salemay sell, lease, transfer or other disposition not prohibited by Section 5.03(e)otherwise dispose of any of its assets to the Borrower or any Subsidiary of the Borrower, as the case may be, (iii) the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; corporation, provided that immediately before the Borrower or, in the case of any Subsidiary, a Subsidiary shall be the continuing or surviving corporation, and the Borrower shall be in compliance on a pro forma basis after giving effect to such merger, with the covenants contained in Sections 5.02(e),(f), (g) and (n) recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such merger (and any related incurrence or consolidation, no Event repayment of Default shall have Debt) had occurred and be continuing; andon the first day of each relevant period for testing such compliance, (iv) the Borrower may engage in transactions permitted by Section 5.02(c), and (v) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders; provided, howeverprovided that, that in the case of each casetransaction permitted under this Section 5.02(b), at the time of such proposed transaction and immediately before and after giving effect theretoto such proposed transaction, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transaction.

Mergers, Etc. Merge The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any Person or permit any Person to merge into itother Person, or liquidatesell, divide lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) any such transaction, a “consolidation”), or liquidate or dissolve, or permit ; provided that (a) any of its Subsidiaries to do any of the foregoing, except that: Restricted Subsidiary may (i) any Subsidiary of participate in a consolidation with (A) the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; (provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the continuing or surviving entitycorporation), (B) any other Restricted Subsidiary (provided that if a Guarantor is a party to such transaction, the survivor is a Guarantor or becomes a party to the Guaranty Agreement or Canadian Guaranty Agreement, as applicable, as a Guarantor) or (C) any other Subsidiary (provided that either (x) a Restricted Subsidiary shall be the continuing or surviving Person or (y) if an Unrestricted Subsidiary is the continuing or surviving Person, (1) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such consolidation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), (2) no Default or Global Borrowing Base Deficiency would exist and (3) the Borrower is in compliance with the requirements of Section 8.13 and ‎Section 8.15) or (ii) transfer all or substantially all of its assets to a Guarantor or a Person that becomes a party to the Guaranty Agreement or Canadian Guaranty Agreement, as applicable, as a Guarantor; (iib) the Borrower or any of its Restricted Subsidiary may merge into or consolidate with any participate in a consolidation (other Person or permit any other Person to merge into or consolidate with it; provided that (ithan as described in clause ‎(a) in above) if, at the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity time thereof and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred occur and be continuing. Notwithstanding any other provision of this Section 5.03continuing and no Global Borrowing Base Deficiency would result therefrom and, the Borrower will not merge or such Restricted Subsidiary, as the case may be, is the surviving entity or the recipient of any such sale, lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower, QRCI or any Guarantor from any of its obligations under this Agreement, the Canadian Credit Agreement or any other Loan Document or Canadian Loan Document; (c) any sale of all or substantially all of the assets of any Restricted Subsidiary provided that such sale is permitted by ‎Section 9.10 or such sale is in connection with or into, consolidate with, or the B▇▇▇▇▇▇ Shale Transaction; and (d) any Restricted Subsidiary may liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation if (i) the continued existence and operation of such transactionRestricted Subsidiary is no longer in the best interests of the Borrower and its Restricted Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such liquidation and dissolution is not disadvantageous in any material respect to the Lenders, and (iii) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Global Borrowing Base Deficiency would result therefrom.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be the Borrower or a wholly-owned Subsidiary of the Borrower; provided, further that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that, in the case of any such merger or consolidation to which the Borrower is a party, the Borrower surviving entity in such merger or consolidation shall be the surviving entity;Borrower; and (ii) in connection with any acquisition permitted under Section 5.02(f), the Borrower or any Subsidiary of its Subsidiary the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be the Borrower or a wholly-owned Subsidiary of the Borrower; provided, further that, in the case of any merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that, in the case of any such merger or consolidation to which the Borrower is a party, the Borrower surviving entity in such merger or consolidation shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuingBorrower; (iii) as part of in connection with any sale, lease, transfer sale or other disposition not prohibited by permitted under Section 5.03(e5.02(e) (other than clause (viii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding continuing and, in the case of any other provision of this Section 5.03such merger to which the Borrower is a party, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionis the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower Parent’s Subsidiaries, other than the Borrower, may merge into the Parent; (ii) any of the Borrower’s Subsidiaries, the Parent or consolidate with the Borrower or any other Subsidiary of IHCL may merge into the Borrower; provided that in with respect to a merger by the case of any Parent into the Borrower, such merger or consolidation to which the Borrower is does not result in a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing;Material Adverse Effect. (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower Parent may merge into IHCL; provided, that, immediately prior to or consolidate contemporaneous with any other Person or permit any other Person such merger, IHCL shall, so long as IHCL is the ultimate parent company of the Borrower, become a party to merge into or consolidate with itthis Agreement in the place of the Parent pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided further that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; anddoes not result in a Material Adverse Effect. (iv) any Subsidiary of the Borrower Parent that is not a Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest merge with any other Subsidiary of the Borrower and Parent that is not materially disadvantageous a Restricted Subsidiary; (v) any Subsidiary of a Subsidiary Guarantor may merge with any Subsidiary Guarantor or a Subsidiary of a Subsidiary Guarantor; (vi) any Subsidiary Guarantor may merge with any other Subsidiary of the Borrower; and (vii) mergers in connection with acquisitions of Investments to the Lendersextent not prohibited pursuant to Section 5.02(e); provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default event shall have occurred occur and be continuing. Notwithstanding continuing that constitutes a Default and, in the case of any other provision of this Section 5.03such merger to which the Borrower is a party, the Borrower will is the surviving corporation or, in the case of any merger to which a Guarantor, but not merge with or intothe Borrower, consolidate withis a party, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes the surviving corporation is a Broker-Dealer Subsidiary upon consummation Guarantor and is not (as a result of such transactionmerger) subject to any agreement described in Section 5.02(i)(iv).

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itThe Credit Parties will not, or liquidate, divide or dissolve, or and will not permit any of its the Restricted Subsidiaries to do any of the foregoingto, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person Person, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its Property to any other Person (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”) or divide; provided that: (a) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity; (b) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor; (c) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) after giving effect thereto, the Credit Parties are in compliance with Section 8.14, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Subsidiary Guarantor; (d) any Restricted Subsidiary may wind-up if the Borrower determines in good faith that such wind-up is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (i) with respect to any Subsidiary Guarantor, provides written notice to the Administrative Agent not less than five (5) days (or less, as the Administrative Agent may agree in its sole discretion) prior to such wind-up, (ii) distributes all Property of the entity subject of the wind-up to the Borrower or another Restricted Subsidiary, and (iii) complies in all respects with all covenants and agreements in the Loan Documents to provide the Administrative Agent with perfected first-priority liens (subject to Excepted Liens) on all Property so distributed; (e) any Restricted Subsidiary that is not a Guarantor may participate in a merger or consolidation with any other Restricted Subsidiary; provided that if any Guarantor participates in such merger or consolidation, a Guarantor shall be the surviving Person; (f) Credit Parties and their Restricted Subsidiaries may engage in Dispositions permitted by Section 9.11; (g) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower; provided that (i) the Borrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or consolidation with or into the Borrower, the Person formed by or surviving any such merger, amalgamation or consolidation (if other than the Borrower) shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation, (iv) such merger, amalgamation or consolidation does not adversely affect the Collateral in any material respect, (v) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in compliance with the covenants contained in Section 9.01 on a pro forma basis immediately after giving effect to such merger, amalgamation or consolidation, (B) each Subsidiary Guarantor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guaranty and Collateral Agreement confirmed that its guarantee of the Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (C) each Subsidiary Guarantor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Loan Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (D) if requested by the Collateral Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any supplements to the Loan Documents preserve the enforceability of the guarantee under the Guaranty and Collateral Agreement and the perfection and priority of the Liens under the Guaranty and Collateral Agreement, (F) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Loan Document and (G) such merger, amalgamation or consolidation shall otherwise be permitted under Section 9.05; and (vi) the Administrative Agent shall have received at least five (5) days prior to the date of such merger, amalgamation or consolidation all documentation and other information about such Subsidiary or other Person required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been reasonably requested by the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement; and (h) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) in the case of any such merger merger, amalgamation or consolidation to which involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guaranty and Collateral Agreement and any applicable Mortgage, each in form and substance reasonably satisfactory to the Collateral Agent in order for the surviving Person to become a Guarantor, and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties, (iii) no Event of Default has occurred and is continuing on the date of such merger, amalgamation or consolidation or would result from the consummation of such merger, amalgamation or consolidation, (iv) if such merger, amalgamation or consolidation involves a partySubsidiary and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall be in compliance with the surviving entity and (ii) covenants contained in Section 9.01 on a pro forma basis immediately before and after giving effect to such merger merger, amalgamation or consolidation, no Event of Default (B) the Borrower shall have occurred delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and such supplements to any Loan Document preserve the enforceability of the guaranty under the Guaranty and Collateral Agreement and the perfection and priority of the Liens under the Guaranty and Collateral Agreement and (C) such merger, amalgamation or consolidation shall otherwise be continuing; permitted under Section 9.05; and (iiiv) as part the Administrative Agent shall have received at least five (5) days prior to the date of any salesuch merger, lease, transfer amalgamation or consolidation all documentation and other information about such Subsidiary or other disposition not prohibited Person required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been reasonably requested by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionAdministrative Agent.

Mergers, Etc. Merge The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any Person or permit any Person to merge into itother Person, or liquidatesell, divide lease or dissolve, otherwise dispose of (whether in one transaction or permit any in a series of transactions) all or substantially all of its Subsidiaries Property to do any of the foregoingother Person (any such transaction, except a “consolidation”); provided that: (a) any Restricted Subsidiary may (i) any Subsidiary of participate in a consolidation with (A) the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; (provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the continuing or surviving entitycorporation), (B) any other Restricted Subsidiary (provided that if a Guarantor is a party to such transaction, the survivor is a Guarantor or becomes a party to the Guaranty Agreement as a Guarantor) or (C) any other Subsidiary or (ii) transfer all or substantially all of its assets to a Guarantor or a Person that becomes a party to the Guaranty Agreement as a Guarantor; (b) the Borrower or any Restricted Subsidiary may participate in a consolidation (other than as described in clause (a) above) if (i) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom and (ii) the Borrower or such Restricted Subsidiary, as the case may be, is the surviving entity or the recipient of any such sale, lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower or any Guarantor from any of its Subsidiary may merge into obligations under this Agreement or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuingLoan Document; (iiic) as part any sale of all or substantially all of the assets of any sale, lease, transfer or other disposition Restricted Subsidiary provided that such sale is not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing9.12; and (ivd) any Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that continued existence and operation of such liquidation or dissolution Subsidiary is no longer in the best interest interests of the Borrower and its Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such liquidation and dissolution is not materially disadvantageous in any material respect to the Lenders; provided, however, that in each case, and (iii) at the time thereof and immediately before and after giving effect thereto, no Event of Default shall have occurred occur and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactioncontinuing and no Borrowing Base Deficiency would result therefrom.

Mergers, Etc. Merge into Neither FLLP nor any Borrower Party shall merge or consolidate with any Person or permit any Person to merge into itinto, or liquidateconvey, divide transfer (except as permitted by Section 5.02(e)), lease or dissolveotherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any Subsidiary of its Subsidiaries any Borrower Party to do any of the foregoingso; provided, except that: (i) any Subsidiary of the Borrower may merge into however, that so long as no Default or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; continuing at the time of such proposed transaction or would result therefrom, (iiix) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower FLLP may merge into or consolidate with any other Person or permit that is not a Borrower Party so long as FLLP is the surviving entity, and (y) after the FLLP Cap Date, FLLP may merge with any Person that is not a Borrower Party and need not be the surviving entity so long as (1) the surviving entity has a net worth immediately following the merger at least equal to the net worth of FLLP immediately preceding such merger, (2) the surviving entity executes an assumption agreement in form and substance satisfactory to the Administrative Agent expressly assuming all obligations of FLLP under the Loan Documents and (3) the Loan Parties acknowledge and agree that all references in the Loan Documents to FLLP shall be deemed to be references to such surviving entity). Notwithstanding any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidationprovision of this Agreement, no Event of Default shall have occurred and be continuing; and (ivi) any Subsidiary of the a Borrower Party (other than TRS Guarantor or any Borrower) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interest interests of the Borrowers and the assets or proceeds from the liquidation or dissolution of such Subsidiary are transferred to a Borrower and is not materially disadvantageous to the Lenders; providedParty, however, provided that in each case, immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. Notwithstanding continuing at the time of such proposed transaction or would result therefrom, and (ii) any other provision Borrower Party or Subsidiary thereof shall be permitted to effect any Transfer of this Section 5.03, Assets through the Borrower will not merge with sale or into, consolidate with, transfer of direct or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any indirect Equity Interests in the Person that becomes a Broker-Dealer owns such Assets so long as Section 5.02(e) would otherwise permit the Transfer of all Assets owned by such Subsidiary upon consummation at the time of such transaction.sale or transfer of such Equity Interests. Upon the sale or transfer of Equity Interests in a Person permitted under clause

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (iA) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (iiB) immediately before in the case of any such merger or consolidation in which the Borrower is not a party, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower and after giving effect (if a Guarantor is a party to such merger or consolidation) a Guarantor; (ii) the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (A) in the case of any such merger or consolidation to which the Borrower is a party, no Event the Borrower shall be the surviving entity and (B) in the case of Default any such merger or consolidation in which the Borrower is not a party, the Person formed by such merger or consolidation shall have occurred be a wholly owned Subsidiary of the Borrower and be continuing(if a Guarantor is a party to such merger or consolidation) a Guarantor; (iii) as part of any sale, lease, transfer sale or other disposition not prohibited by permitted under Section 5.03(e5.02(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower that is not a Significant Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the LendersLender Parties; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transaction.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoing, except that: (i) any Subsidiary of Neither the Borrower may nor any other Credit Party will merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) (any such transaction being referred to in this Section 9.11 as a “consolidation”), or liquidate or dissolve; provided that (a) the Borrower may engage or participate in a consolidation with any Subsidiary or any other Person; provided that (i) the Borrower shall be the continuing or surviving Person or, in the case of a consolidation with or into the Borrower, the Person formed by or surviving any such consolidation (if other than the Borrower) shall be an entity organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing on the date of such consolidation or would result from such consummation of such consolidation, and (iv) if such consolidation involves the Borrower and a Person that, prior to the consummation of such consolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in compliance, on a pro forma basis after giving effect to such consolidation, with the financial covenants under Section 9.01, as such covenants are recomputed as of the most recent Determination Date as if such consolidation had occurred on such Determination Date, (B) each Guarantor, unless it is the other party to such consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guaranty Agreement confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (C) if not in an Investment Grade Period, each Restricted Subsidiary, unless it is the other party to such consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Loan Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (D) if not in an Investment Grade Period, each mortgagor of a Mortgaged Property, unless it is the other party to such consolidation or unless the Successor Borrower is the Borrower, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such consolidation and any supplements to the Loan Documents preserve the enforceability of the Guaranty Agreement and, if not in an Investment Grade Period, the perfection and priority of the Liens under the Security Instruments, (F) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that the Loan Documents (and the assumption of Borrower’s obligations thereunder) are enforceable against the Successor Borrower; and (G) such consolidation shall be a permitted Investment hereunder; provided, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement; (b) any Subsidiary may participate in a consolidation with another Subsidiary (provided that in the case of any such merger consolidation involving one or consolidation to which the Borrower is more Restricted Subsidiaries, a party, the Borrower Restricted Subsidiary shall be the continuing or surviving entity Person (which may include the continuing or surviving Person becoming a Restricted Subsidiary on the date of and contemporaneously with such consolidation in accordance with Section 8.13(b)), and in the case of any consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person (which may include the continuing or surviving Person becoming a Guarantor on the date of and contemporaneously with such consolidation in accordance with Section 8.13(b)); (c) any Subsidiary may dispose of any or all of its assets (whether voluntarily or otherwise) to the Borrower or any Restricted Subsidiary and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (ivd) any Subsidiary of the Borrower may dissolve, liquidate or dissolve if the Borrower determines in good faith wind up its affairs at any time; provided that such dissolution, liquidation or dissolution is in the best interest of the Borrower and is winding up would not materially disadvantageous reasonably be expected to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionMaterial Adverse Effect.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itinto, or liquidateconvey, divide transfer (except as permitted by Section 5.02(e)), lease (but not including (i) Permitted Asset Encumbrances or dissolve(ii) entry into Operating Leases between 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 Subsidiaries to do any of the foregoingso; provided, except that: however, that (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or into, or dispose of assets to (including pursuant to a Division) any other Subsidiary of the Borrower; (provided that in the case if one or more of any such merger or consolidation to which the Borrower Subsidiaries is a partyLoan Party, the Borrower a Loan Party shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before any Subsidiary that is not a Loan Party may merge with any Person that is not a Loan Party, in each case so long as no Default shall have occurred and after giving effect be continuing at the time of such proposed transaction or would result therefrom and the requirements in Section 5.02(p) shall still be complied with. Notwithstanding any other provision of this Agreement, (y) any Subsidiary of a Borrower (other than any such Subsidiary that is the direct owner of a Borrowing Base Asset) may liquidate, dissolve or Divide if the Borrowers determine in good faith that such liquidation, dissolution or Division is in the best interests of the Borrowers and the assets or proceeds from the liquidation, dissolution or Division of such Subsidiary are transferred to such merger a Borrower or consolidationa Guarantor, provided that no Default or Event of Default shall have occurred and be continuing; continuing at the time of such proposed transaction or would result therefrom, and (iiiz) a Borrower or any Subsidiary thereof 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 any Equity Interests that constitute Collateral) that owns such Assets so long as part 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 salePerson that is a Guarantor permitted under clause (z) above, leaseso long as each of the Release Conditions with respect to the release of such Guarantor shall have been satisfied, transfer or other disposition not prohibited by Section 5.03(e)the Administrative Agent shall, upon the request of, and at the expense of, the Borrowers, release such Guarantor from the Guaranty, release the pledge of Equity Interests in such Guarantor, any Subsidiary of the Borrower may merge into Pledged Debt owed by such Guarantor and/or any Collateral owned, directly or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to indirectly, by such merger or consolidationGuarantor, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before granted pursuant to the Pledge Agreement and after giving effect theretoexecute and deliver such documents and instruments as the Borrowers may reasonably request to evidence the foregoing, no Event of Default which documents and instruments shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, reasonably satisfactory to the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionAdministrative Agent.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itinto, or liquidateconvey, divide transfer, lease or dissolveotherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets (other than the acquisition of assets of any Facility or Related Business or an Existing Clinic Acquisition, whether or not such acquisition is accomplished by merger or by Securities or asset purchase, so long as such acquisition satisfies all the conditions precedent set forth in Section 5.02(f)(i) or (ii) and, if any merger involves the Borrower, the Borrower is the surviving corporation) of, any Person, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of may consolidate with or merge into the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, (only if the Borrower shall be the continuing or surviving entity; corporation) or (iiexcept for the Intercompany Creditor) the Borrower with or any of its Subsidiary may merge into one or consolidate with any more other Person or permit any other Person to merge into or consolidate with it; Subsidiaries that are Guarantors, provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (iiA) immediately before and after giving effect to such merger consolidation or consolidationmerger, no Event of Default the parties thereto and the survivor thereof all are Solvent, (B) all Guaranties shall continue in full force and effect, and (C) the Agent shall have occurred and be continuing;been furnished with a favorable opinion of counsel reasonably satisfactory to the Agent covering such matters as the Agent may reasonably request; and (iiiii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may consolidate or merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; Person, provided that (A) immediately before and after giving effect to such consolidation or merger, the parties thereto and the survivor thereof all are Solvent, (B) the Borrower shall be the continuing or surviving corporation, (C) no Change of Control shall occur and (D) all Guaranties shall continue in full force and effect; provided, however, that immediately before and after any consolidation or merger or consolidationunder this Section 5.02(g), no Event of Default Default, or event which, with the giving of notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transaction.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itinto, or liquidateconsummate a Division as the Dividing Person, divide or dissolvereorganize in a jurisdiction outside the United States, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or transfer assets to or acquire assets from any other Subsidiary of the Borrower; , provided that in the case of any such merger merger, consolidation, or transfer of assets to which NIPSCO is a party, the Borrower shall own at least 70% of the Capital Stock of the continuing or surviving Person; and (ii) any Subsidiary of the Borrower may merge into the Borrower or transfer assets to the Borrower; (iii) the Borrower or any Subsidiary of the Borrower may merge, or consolidate with or transfer all or substantially all of its assets to any other Person; provided that in each case under this clause (iii), immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Borrower’s fiscal quarter then most recently ended); (B) in the case of any such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the continuing or surviving entity; corporation; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (iC) in the case of any such merger merger, consolidation, or consolidation transfer of assets to which the Borrower NIPSCO is a party, NIPSCO shall be the continuing or surviving Person and the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary own at least 70% of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event Capital Stock of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and NIPSCO after giving effect thereto, no Event of Default ; and (D) the Index Debt shall have occurred be rated at least BBB- by S&P and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionat least Baa3 by ▇▇▇▇▇’▇.

Mergers, Etc. Merge into or consolidate with any Person or ------------ permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: that (i) any Solvent wholly-owned Subsidiary of the Borrower which is a Loan Party may merge into or consolidate with the Borrower or any other Solvent wholly-owned Subsidiary of the Borrower which is a Loan Party provided -------- that, in the case of any such consolidation, the Person formed by such consolidation shall be a Solvent wholly-owned Subsidiary of the Borrower which is a Loan Party, (ii) any of the Borrower's Solvent wholly-owned Subsidiaries which is a Loan Party may merge into the Borrower; provided provided, -------- however, that in each case, immediately after giving effect thereto, no ------- event shall occur and be continuing that constitutes a Default and, in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be is the surviving entity; Person, (iiiii) the Borrower or any Solvent wholly-owned Subsidiary of its Subsidiary NGP may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; Solvent wholly-owned Subsidiary of NGP provided that (i) that, in the case of any such merger or consolidation to which the Borrower is a partyconsolidation, the Borrower Person formed -------- by such consolidation shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any a Solvent wholly-owned Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before NGP, and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower NGP's Solvent wholly-owned Subsidiaries may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lendersmerge into NGP; provided, however, that in each case, immediately before and after giving effect -------- ------- thereto, no Event of Default event shall have occurred occur and be continuing. Notwithstanding continuing that constitutes a Default and, in the case of any other provision of this Section 5.03such merger to which NGP is a party, NGP is the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionsurviving Person.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itSuch Borrower will not, or liquidate, divide or dissolve, or and will not permit any of its Restricted Subsidiaries to do any of the foregoingto, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person Person, or permit any other Person to merge into or consolidate with it; provided that , or sell, transfer, lease or otherwise dispose of (iin one transaction or in a series of transactions) all or a substantial portion of such Borrower's consolidated assets, or all or a substantial portion of the stock of all of its Restricted Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, unless (a) at the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity time thereof and (ii) immediately before and after giving effect to such merger or consolidation, thereto no Event of Default shall have occurred and be continuing; continuing and (iiib) after giving effect to any such transaction, the business, taken as part a whole, of any salesuch Borrower and its Restricted Subsidiaries shall not have been altered in a fundamental and substantial manner from that conducted by them, leasetaken as a whole, transfer or other disposition immediately prior to the Amendment Effective Date, provided that (i) TWE shall not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any such other Person unless a Borrower (including any replacement or permit any other Person successor Borrower pursuant to merge into clause (ii) below) shall survive such consolidation or consolidate with itmerger; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (ivii) any Subsidiary of the if a Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; providedsurvivor of any such consolidation or merger involving TWC, however(A) TWC, that in each case, at the time thereof and immediately before and after giving effect thereto, no Event shall be in compliance on a pro forma basis with the financial covenants contained in Section 6.01 as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of Default the most recently completed four fiscal quarters of TWC for which financial statements have been delivered pursuant to Section 5.01 (as demonstrated by delivery to the Administrative Agent of a certificate of a Responsible Officer to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger), (B) the surviving Person of such consolidation or merger shall expressly assume all of TWC's rights and obligations under this Agreement and the other Credit Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and shall thereafter be deemed to be a Borrower for all purposes hereunder, (C) such consolidation or merger will not result in a Change in Control and (D) the Administrative Agent shall have occurred received such legal opinions and be continuing. Notwithstanding any other provision of this Section 5.03, the certificates in connection therewith as it may reasonably request; and (iii) a Borrower will shall not merge with or into, consolidate with, or liquidate or dissolve except into any Person the other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionBorrower.

Mergers, Etc. Merge (a) The Borrower will not consolidate or merge with or into or consolidate with any Person or permit any Person to merge into itother Person, or liquidate, divide liquidate or dissolve; provided, that the Borrower may consolidate or permit any of its Subsidiaries to do any of the foregoing, except that: merge with or into another Person if (i) any Subsidiary of the Borrower is the entity surviving such consolidation or merger and (ii) at the time of, and immediately after giving effect to, such consolidation or merger, no Default or Event of Default shall have occurred and be continuing. (b) The Borrower will not permit any Guarantor to consolidate or merge with or into any other Person, or liquidate or dissolve; provided that any Guarantor may consolidate or merge with or into (i) the Borrower, (ii) any other Guarantor or consolidate with (iii) any other Person that is not the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a partyGuarantor, the Borrower shall be the surviving entity; so long as (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (iA) in the case of any clause (iii), either (x) such Guarantor is the entity surviving such consolidation or merger or (y) if such other Person is the entity surviving such consolidation or merger, such Person shall have delivered to which the Borrower is Administrative Agent, substantially contemporaneously with such consolidation or merger, an acknowledgment in form and substance reasonably acceptable to the Administrative Agent expressly assuming the obligations of a party, Guarantor under the Borrower shall be the surviving entity Loan Documents and (iiB) at the time of, and immediately before and after giving effect to to, such merger consolidation or consolidationmerger, no Event of Default shall have occurred and be continuing;. (iiic) as part of any saleThe Borrower will not, lease, transfer or other disposition and will not prohibited by Section 5.03(e), permit any Subsidiary to, sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest Property of the Borrower and is not materially disadvantageous its Subsidiaries, taken as a whole, to the Lendersany other Person; provided, howeverthat, that in each case(i) the Borrower may sell, immediately before lease or otherwise transfer all or substantially all of its assets to any Subsidiary and after giving effect thereto(ii) any Subsidiary may sell, no Event lease or otherwise transfer all or substantially all of Default shall have occurred and be continuing. Notwithstanding its assets to the Borrower or any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionSubsidiary.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be the Borrower or a wholly-owned Subsidiary of the Borrower; provided, further that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that, in the case of any such merger or consolidation to which the Borrower is a party, the Borrower surviving entity in such merger or consolidation shall be the surviving entity;Borrower; and (ii) in connection with any acquisition permitted under Section 5.02(f), the Borrower or any Subsidiary of its Subsidiary the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be the Borrower or a wholly-owned Subsidiary of the Borrower; provided, further that, in the case of any merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that, in the case of any such merger or consolidation to which the Borrower is a party, the Borrower surviving entity in such merger or consolidation shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing;Borrower; and (iii) as part of in connection with any sale, lease, transfer sale or other disposition not prohibited by permitted under Section 5.03(e5.02(e) (other than clause (viii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding continuing and, in the case of any other provision of this Section 5.03such merger to which the Borrower is a party, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionis the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that that, in the case of any such merger or consolidation to which of a Subsidiary Guarantor, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor or a Person who becomes a Subsidiary Guarantor simultaneously therewith; (ii) the Company or any Subsidiary of the Borrower is a partymay merge into or consolidate with the Borrower; provided that, in the case of any such merger or consolidation, the Borrower shall be the surviving entity; (iiiii) in connection with any investment permitted under Section 5.02(f), the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to the Person surviving such merger shall be a Subsidiary Guarantor or consolidation, no Event of Default shall have occurred and be continuingthe Borrower; and (iv) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may liquidate merge into or dissolve if the Borrower determines in good faith that such liquidation consolidate with any other Person or dissolution is in the best interest of the Borrower and is not materially disadvantageous permit any other Person to the Lenders; merge into or consolidate with it; (v) provided, however, that in each casecase of clauses (iii) or (iv), immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding continuing and, in the case of any other provision such merger of this Section 5.03clauses (iii) or (iv) to which the Borrower is a party, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionis the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itThe Obligors shall not, or liquidate, divide or dissolve, or and shall not permit any of the other Restricted Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or convey, sell, lease, sell and lease back, dispose of or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the business or property of any Obligor and its Restricted Subsidiaries to do taken as a whole, except that, notwithstanding the foregoing provisions of this Section, any of the foregoingObligors and the other Restricted Subsidiaries may enter into any such transaction with another corporation, except provided that: (a) such transaction constitutes an Investment in an Unrestricted Entity or Foreign Subsidiary or the Linden Joint Venture permitted pursuant to Section 6.07(e), (f) or (i), as applicable; or (b) all of the following shall be true: (i) if any Subsidiary of the Borrower may merge into or consolidate with the is a party to such transaction, such Borrower (or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower ) shall be the surviving entity; corporation and such transaction shall not involve a Disposition of all or substantially all of the assets of such Borrower; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any if such merger or consolidation to which the Borrower transaction is a partymerger, consolidation, amalgamation or other corporate restructuring, the Borrower shall be surviving corporation is a corporation organized and existing under the laws of the United States of America, a State thereof or the District of Columbia; (iii) if such transaction is a merger, consolidation, amalgamation or other corporate restructuring and the surviving entity corporation is not an Obligor, such surviving corporation expressly assumes, by an agreement satisfactory in form and substance to the Required Lenders (which agreement may require the delivery of opinions of counsel reasonably requested and satisfactory to the Required Lenders), the obligations under this Agreement (including provision of collateral security) and, as applicable, the other Credit Documents of the members of the Chemco Group that are the subject of such transaction; and (iiiv) immediately before and after giving effect to such merger or consolidationtransaction, (x) no Event of Default shall have occurred and be continuing; , (iiiy) no Default would have occurred and be continuing under Section 6.11, as part determined on the basis of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary pro forma financial statements in respect of the Borrower may merge into fiscal periods referred to in, and then applicable for determining compliance with, Section 6.11 as if such transaction had been consummated as of the first day of such Fiscal Quarter in which such transaction shall have occurred and (z) Adjusted Net Worth shall equal or consolidate with any other Person or permit any other Person exceed Adjusted Net Worth immediately prior to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) transaction. Upon the transfer by any Subsidiary other member of the Borrower may liquidate Chemco Consolidated Group (other than a Foreign Subsidiary) of all or dissolve if substantially all of its assets to another Person and the Borrower determines assumption by such other Person of such transferring member's obligations pursuant to this clause (b), unless such transferring member shall, at the time of such transfer, by an agreement satisfactory in good faith that such liquidation or dissolution is in the best interest of the Borrower form and is not materially disadvantageous substance to the Required Lenders; provided, howeveragree to continue to be liable for the performance of its obligations hereunder and under Credit Agreement the other Credit Documents, that in each caseif any, immediately before and after giving effect thereto, no Event of Default it shall be deemed to have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of been released from such transactionobligations.

Mergers, Etc. Merge The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any Person or permit any Person to merge into itother Person, or liquidatesell, divide lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) any such transaction, a “consolidation”), or liquidate or dissolve, or permit ; provided that (a) any of its Subsidiaries to do any of the foregoing, except that: Restricted Subsidiary may (i) any Subsidiary of participate in a consolidation with (A) the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; (provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the continuing or surviving entitycorporation), (B) any other Restricted Subsidiary (provided that if a Guarantor is a party to such transaction, the survivor is a Guarantor or becomes a party to the Guaranty Agreement or Canadian Guaranty Agreement, as applicable, as a Guarantor) or (C) any other Subsidiary (provided that either (x) a Restricted Subsidiary shall be the continuing or surviving Person or (y) if an Unrestricted Subsidiary is the continuing or surviving Person, (1) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such consolidation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), (2) no Default or Global Borrowing Base Deficiency would exist and (3) the Borrower is in compliance with the requirements of Section 8.13 and Section 8.15) or (ii) transfer all or substantially all of its assets to a Guarantor or a Person that becomes a party to the Guaranty Agreement or Canadian Guaranty Agreement, as applicable, as a Guarantor; (iib) the Borrower or any of its Restricted Subsidiary may merge into or consolidate with any participate in a consolidation (other Person or permit any other Person to merge into or consolidate with it; provided that than as described in clause (ia) in above) if, at the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity time thereof and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred occur and be continuing. Notwithstanding any other provision of this Section 5.03continuing and no Global Borrowing Base Deficiency would result therefrom and, the Borrower will not merge or such Restricted Subsidiary, as the case may be, is the surviving entity or the recipient of any such sale, lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower, QRCI or any Guarantor from any of its obligations under this Agreement, the Canadian Credit Agreement or any other Loan Document or Canadian Loan Document; (c) any sale of all or substantially all of the assets of any Restricted Subsidiary provided that such sale is permitted by Section 9.10 or such sale is in connection with or into, consolidate with, or the ▇▇▇▇▇▇▇ Shale Transaction; and (d) any Restricted Subsidiary may liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation if (i) the continued existence and operation of such transactionRestricted Subsidiary is no longer in the best interests of the Borrower and its Restricted Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such liquidation and dissolution is not disadvantageous in any material respect to the Lenders, and (iii) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Global Borrowing Base Deficiency would result therefrom.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoing, except that: (i) any Subsidiary of the such Borrower may merge into or consolidate with the such Borrower or any other Subsidiary of the such Borrower; provided that in the case of any such merger or consolidation to which the such Borrower is a party, the such Borrower shall be the surviving entity; (ii) the such Borrower or any Subsidiary of its Subsidiary such Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the such Borrower is a party, the such Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the such Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the such Borrower may liquidate or dissolve if the such Borrower determines in good faith that such liquidation or dissolution is in the best interest of the such Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transaction.

Mergers, Etc. Merge into The Guarantor shall not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or, except as permitted pursuant to Section 7.06, acquire all or substantially all of the Stock of any Person, or acquire all or substantially all of the assets of any Person (other than live inventory) or permit enter into any Person to merge into itjoint venture or partnership with, or liquidate, divide or dissolveany Person, or permit any of its Subsidiaries to do any of the foregoingso; provided, except however, that: (a) the Guarantor or the Borrower may merge with a wholly-owned Subsidiary of the Guarantor so long as (i) the Guarantor or the Borrower, as applicable, is the surviving corporation and (ii) at the time of, and immediately after giving effect to, such merger, no condition or event shall exist which constitutes an Event of Default; (b) any wholly-owned direct or indirect Subsidiary of the Guarantor (other than the Borrower) may merge with or into any other wholly-owned direct or indirect Subsidiary of the Guarantor or acquire Stock of any other wholly-owned direct or indirect Subsidiary of the Guarantor; (c) the Guarantor or any Subsidiary of the Borrower Guarantor may merge into acquire all or consolidate with the Borrower or any other Subsidiary substantially all of the Borrower; provided that in Stock or all or substantially all of the case assets of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itPerson; provided that (i) in at the case of any such merger or consolidation to which the Borrower is a partytime of, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidationacquisition, no condition or event shall exist which constitutes an Event of Default and (ii) the Guarantor shall have be in pro forma compliance with the financial covenants set forth in Sections 7.13 and 7.14, assuming such acquisition occurred and be continuing;on the first day of the four fiscal quarter period most recently ended; and (iiid) as part of any sale, lease, transfer the Guarantor or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower Guarantor may merge into or consolidate with any other Person or permit any other Person corporation permitted to merge into or consolidate with itbe acquired pursuant to paragraph (c) above; provided that (i) at the time of, and immediately before and after giving effect to to, such merger or consolidationmerger, no condition or event shall exist which constitutes an Event of Default shall have occurred and be continuing; and (ivii) any after such merger, the surviving corporation is the Guarantor or a Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; providedGuarantor, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionrespectively.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itThe Obligors shall not, or liquidate, divide or dissolve, or and shall not permit any of the other Restricted Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or convey, sell, lease, sell and lease back, dispose of or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the business or property of any Obligor and its Restricted Subsidiaries to do taken as a whole, except that, notwithstanding the foregoing provisions of this Section, any of the foregoingObligors and the other Restricted Subsidiaries may enter into any such transaction with another corporation, except provided that: (a) such transaction constitutes an Investment in an Unrestricted Entity or Foreign Subsidiary or the Linden Joint Venture permitted pursuant to Section 6.07(e), (f) or (i), as applicable; or (b) all of the following shall be true: (i) if any Subsidiary of the Borrower may merge into or consolidate with the is a party to such transaction, such Borrower (or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower ) shall be the surviving entity; corporation and such transaction shall not involve a Disposition of all or substantially all of the assets of such Borrower; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any if such merger or consolidation to which the Borrower transaction is a partymerger, consolidation, amalgamation or other corporate restructuring, the Borrower shall be surviving corporation is a corporation organized and existing under the laws of the United States of America, a State thereof or the District of Columbia; (iii) if such transaction is a merger, consolidation, amalgamation or other corporate restructuring and the surviving entity corporation is not an Obligor, such surviving corporation expressly assumes, by an agreement satisfactory in form and substance to the Required Lenders (which agreement may require the delivery of opinions of counsel reasonably requested and satisfactory to the Required Lenders), the obligations under this Agreement (including provision of collateral security) and, as applicable, the other Credit Documents of the members of the Chemco Group that are the subject of such transaction; and (iiiv) immediately before and after giving effect to such merger or consolidationtransaction, (x) no Event of Default shall have occurred and be continuing; , (iiiy) no Default would have occurred and be continuing under Section 6.11, as part determined on the basis of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary pro forma financial statements in respect of the Borrower may merge into fiscal periods referred to in, and then applicable for determining compliance with, Section 6.11 as if such transaction had been consummated as of the first day of such Fiscal Quarter in which such transaction shall have occurred and (z) Adjusted Net Worth shall equal or consolidate with any other Person or permit any other Person exceed Adjusted Net Worth immediately prior to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) transaction. Upon the transfer by any Subsidiary other member of the Borrower may liquidate Chemco Consolidated Group (other than a Foreign Subsidiary) of all or dissolve if substantially all of its assets to another Person and the Borrower determines assumption by such other Person of such transferring member's obligations pursuant to this clause (b), unless such transferring member shall, at the time of such transfer, by an agreement satisfactory in good faith that such liquidation or dissolution is in the best interest of the Borrower form and is not materially disadvantageous substance to the Required Lenders; provided, howeveragree to continue to be liable for the performance of its obligations hereunder and under the other Credit Documents, that in each caseif any, immediately before and after giving effect thereto, no Event of Default it shall be deemed to have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of been released from such transactionobligations.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itThe Borrower will not, or liquidate, divide or dissolve, or and will not permit any of its Subsidiaries to do any to, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of, whether in one transaction or in a series of transactions, all or substantially all of the foregoingassets (whether now owned or hereafter acquired) of the Borrower or such Subsidiary to, any Person, except that: (i) any of its Subsidiaries may merge or consolidate with or into (or convey, transfer, lease or otherwise dispose of any or all the assets of such Subsidiary to) the Borrower or any Wholly Owned Subsidiary of the Borrower; (ii) without prejudice to Sections 5.02(c)(i) or 6.01(g), the Borrower or any Subsidiary may merge or consolidate with or into any other Person so long as (x) immediately after giving effect to such transaction, no Event of Default would exist and (y) in the case of the Borrower (including, without limitation, any merger with a Subsidiary), the Borrower is the surviving corporation and, in the case of such Subsidiary, the surviving corporation is a Subsidiary of the Borrower; and (iii) the Borrower may convey, transfer, lease or otherwise dispose of a portion of its property and assets to a Subsidiary or any other Person which is not an Affiliate of the Borrower, and any Subsidiary of the Borrower may merge into convey, transfer, lease or consolidate with otherwise dispose of all or a portion of its property and assets to a Subsidiary or any other Person which is not an Affiliate of the Borrower, if the board of directors of the Borrower or any other such Subsidiary determines in good faith that the ownership or maintenance of such property and assets is no longer necessary or desirable in the conduct of the Borrower; provided that in business or the case continued operations of any such merger or consolidation to which the Borrower is and its Subsidiaries, taken as a partywhole; provided, in each of the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided foregoing cases, that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part continuing at the time of any salesuch merger, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate conveyance, transfer, lease or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate withdisposition, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes shall occur as a Broker-Dealer Subsidiary upon consummation of such transactionresult thereof.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itThe Credit Parties will not, or liquidate, divide or dissolve, or and will not permit any of its the Restricted Subsidiaries to do any of the foregoingto, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person Person, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its Property or business (whether now owned or hereafter acquired) or less than all of the Equity Interests of any Restricted Subsidiary to any other Person (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its business (any such transaction, a “wind-up”) or divide; provided that (ia) so long as no Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Restricted Subsidiary of the Borrower may participate in a consolidation with the case of any such merger or consolidation to Borrower in a transaction in which the Borrower is a party, the Borrower shall be the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) so long as no Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, any Subsidiary Guarantor may participate in a merger or consolidation with any other Subsidiary Guarantor, (c) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) immediately before and after giving effect to such merger or consolidationthereto, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by the Credit Parties are in compliance with Section 5.03(e)8.14, any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidationa Subsidiary Guarantor, no Event of Default shall have occurred and be continuing; and (ivd) any Restricted Subsidiary of the Borrower may liquidate or dissolve wind-up if the Borrower determines in good faith that such liquidation or dissolution wind-up is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders; providedLenders and (i) with respect to any Subsidiary Guarantor, howeverprovides written notice to the Administrative Agent not less than five (5) days (or less, that as the Administrative Agent may agree in each caseits sole discretion) prior to such wind-up, immediately before (ii) distributes all Property of the entity subject of the wind-up to the Borrower or another Restricted Subsidiary, and after giving effect thereto(iii) complies in all respects with all covenants and agreements in the Loan Documents to provide the Administrative Agent with perfected first-priority liens (subject only to Excepted Liens and other Liens permitted by Section 9.03) on all Property so distributed, no Event of Default shall have occurred and be continuing. Notwithstanding (e) any Restricted Subsidiary may participate in a merger or consolidation with any other provision of this Restricted Subsidiary; provided that if any Guarantor participates in such merger or consolidation, a Guarantor shall be the surviving Person; and (f) Credit Parties and their Restricted Subsidiaries may engage in Dispositions permitted by Section 5.039.11 and may consummate a merger, the Borrower will not merge amalgamation or consolidation with or into, consolidate with, or liquidate or dissolve into any other Person (other than an Affiliate) so long as a Credit Party shall be the surviving Person and such merger, amalgamation or consolidation constitutes an Investment permitted by Section 9.05; provided that any other Broker-Dealer Subsidiary or transaction described in clauses (a), (b), (c) and (d), shall be consummated in a way that continues the Lien securing the Secured Obligations and does not require the release of any Person Lien with respect to any Property that becomes a Broker-Dealer Subsidiary upon was Collateral immediately prior to the consummation of such transaction.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be the Borrower or a wholly-owned Subsidiary of the Borrower; provided, further that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that, in the case of any such merger or consolidation to which the Borrower is a party, the Borrower surviving entity in such merger or consolidation shall be the surviving entity;Borrower; and (ii) in connection with any acquisition permitted under Section 5.02(f), the Borrower or any Subsidiary of its Subsidiary the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be the Borrower or a wholly-owned Subsidiary of the Borrower; provided, further that, in the case of any merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that, in the case of any such merger or consolidation to which the Borrower is a party, the Borrower surviving entity in such merger or consolidation shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing;Borrower; and (iii) as part of in connection with any sale, lease, transfer sale or other disposition not prohibited by permitted under Section 5.03(e5.02(e) (other than clause (viii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding continuing and, in the case of any other provision of this Section 5.03such merger or consolidation to which the Borrower is a party, the Borrower will not merge with surviving entity in such merger or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionconsolidation shall be the Borrower.

Mergers, Etc. Merge into or consolidate with or into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person or permit any Person to merge into it, or liquidate, divide or dissolvePerson, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower Guarantor may merge into or consolidate with the Borrower or transfer assets to or acquire assets from any other Subsidiary of the Guarantor; and (ii) any Subsidiary of the Guarantor may merge into or transfer assets to the Borrower; and (iii) the Guarantor or any Subsidiary of the Guarantor may merge, or consolidate with or transfer all or substantially all of its assets to any other Person; provided that in the case of any such merger or consolidation to which the Borrower is a partyeach case, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidationthereto, (A) no Event of Default shall have occurred and be continuing; continuing (iii) as part determined, for purposes of any sale, lease, transfer or other disposition not prohibited by compliance with Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and 7.01 after giving effect to such merger transaction, on a pro forma basis for the period of four consecutive fiscal quarters of the Guarantor then most recently ended, as if such transaction had occurred on the first day of such period, and, for purposes of compliance with Section 7.02 after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor's fiscal quarter then most recently ended); (B) in the case of any merger, consolidation or consolidationtransfer of assets to which the Borrower is a party (other than a merger, no Event consolidation or transfer of Default assets between the Borrower and the Guarantor), the Borrower shall be the continuing or surviving corporation; (C) in the case of any merger, consolidation or transfer of assets between the Borrower and the Guarantor, the Guarantor shall have occurred and be continuing; and (iv) any Subsidiary assumed all of the obligations of the Borrower under and in respect of the Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such opinions of counsel and other supporting documents as they may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is reasonably require; (D) in the best interest case of any merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party (other than a merger, consolidation or transfer of assets between such Person and a Credit Party), NIPSCO or Columbia, as the Borrower and case may be, shall be the continuing or surviving corporation; (E) in the case of any merger, consolidation or transfer of assets to which the Guarantor is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03a party, the Borrower will not merge with Guarantor shall be the continuing or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionsurviving corporation; and (F) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by ▇▇▇▇▇'▇.

Mergers, Etc. Merge into or consolidate with or into, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person or permit any Person to merge into it, or liquidate, divide or dissolvePerson, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower Guarantor may merge into or consolidate with the Borrower or transfer assets to or acquire assets from any other Subsidiary of the Guarantor; and (ii) any Subsidiary of the Guarantor may merge into or transfer assets to the Borrower; and (iii) the Guarantor or any Subsidiary of the Guarantor may merge, or consolidate with or transfer all or substantially all of its assets to any other Person; provided that in the case of any such merger or consolidation to which the Borrower is a partyeach case, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidationthereto, (A) no Event of Default shall have occurred and be continuing; continuing (iii) as part determined, for purposes of any sale, lease, transfer or other disposition not prohibited by compliance with Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and 7.01 after giving effect to such merger transaction, on a pro forma basis for the period of four consecutive fiscal quarters of the Guarantor then most recently ended, as if such transaction had occurred on the first day of such period, and, for purposes of compliance with Section 7.02 after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Guarantor's fiscal quarter then most recently ended); (B) in the case of any merger, consolidation or consolidationtransfer of assets to which the Borrower is a party (other than a merger, no Event consolidation or transfer of Default assets between the Borrower and the Guarantor), the Borrower shall be the continuing or surviving corporation; (C) in the case of any merger, consolidation or transfer of assets between the Borrower and the Guarantor, the Guarantor shall have occurred and be continuing; and (iv) any Subsidiary assumed all of the obligations of the Borrower under and in respect of the Credit Documents by written instrument satisfactory to the Administrative Agent and its counsel in their reasonable discretion, accompanied by such opinions of counsel and other supporting documents as they may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is reasonably require; (D) in the best interest case of any merger, consolidation, or transfer of assets to which NIPSCO or Columbia is a party (other than a merger, consolidation or transfer of assets between such Person and a Credit Party), NIPSCO or Columbia, as the Borrower and case may be, shall be the continuing or surviving corporation; (E) in the case of any merger, consolidation or transfer of assets to which the Guarantor is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03a party, the Borrower will not merge with Guarantor shall be the continuing or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionsurviving corporation; and (F) the Index Debt shall be rated at least BBB- by S&P and at least Baa3 by Mood▇'▇.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoing, except that: : (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; ; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Broker -Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transaction.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itinto, or liquidateconsummate a Division as the Dividing Person, divide or dissolvereorganize in a jurisdiction outside the United States, or, except in a transaction permitted under paragraph (c) of this Section, convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower or transfer assets to or acquire assets from any other Subsidiary of the Borrower; , provided that in the case of any such merger merger, consolidation, or transfer of assets to which NIPSCO is a party, the Borrower shall own at least 70% of the Capital Stock of the continuing or surviving Person; and (ii) any Subsidiary of the Borrower may merge into the Borrower or transfer assets to the Borrower; (iii) the Borrower or any Subsidiary of the Borrower may merge, or consolidate with or transfer all or substantially all of its assets to any other Person; provided that in each case under this clause (iii), immediately after giving effect thereto, (A) no Event of Default shall have occurred and be continuing (determined, for purposes of compliance with Article VII after giving effect to such transaction, on a pro forma basis as if such transaction had occurred on the last day of the Borrower’s fiscal quarter then most recently ended); (B) in the case of any such merger, consolidation or transfer of assets to which the Borrower is a party, the Borrower shall be the continuing or surviving entity; corporation; (ii) the Borrower or any of its Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (iC) in the case of any such merger merger, consolidation, or consolidation transfer of assets to which the Borrower NIPSCO is a party, NIPSCO shall be the continuing or surviving corporation and the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary own at least 70% of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event Capital Stock of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each case, immediately before and NIPSCO after giving effect thereto, no Event of Default ; and (D) the Index Debt shall have occurred be rated at least BBB- by S&P and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactionat least Baa3 by ▇▇▇▇▇’▇.

Mergers, Etc. Merge Group will not merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, divide or dissolve, or permit any of its Subsidiaries to do any of the foregoingso, except that: (i) any Subsidiary of the Borrower Group may merge into or consolidate with the Borrower Group or any other Subsidiary of the Borrower; Domestic Subsidiary, provided that that, in the case of any such merger or consolidation to which the Borrower is a partyconsolidation, the Borrower Person formed by such merger or consolidation shall be the surviving entitya U.S. Credit Party; (ii) any Excluded Foreign Subsidiary may merge into or consolidate with any Foreign Subsidiary, provided that, in the Borrower case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly-Owned Subsidiary of Group; (iii) any Foreign Credit Party may merge into or consolidate with any other Foreign Credit Party, provided that (A) the Person formed by such merger or consolidation shall be a Foreign Credit Party and (B) such merger or consolidation is otherwise in compliance with Schedule III hereto; (iv) in connection with any acquisition permitted under Section 2.6(e), any (A) Subsidiary of its Group may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it if the Person surviving such merger shall be a U.S. Credit Party, (B) Excluded Foreign Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it if the Person surviving such merger shall be a Wholly-Owned Subsidiary of Group and (C) Foreign Credit Party may merge into or consolidate with other Person or permit any other Person to merge into or consolidate with it if (1) the Person surviving such merger shall be a Foreign Credit Party and (2) such merger or consolidation is otherwise in compliance with Schedule III hereto; and (v) in connection with any sale or other disposition permitted under Section 2.6(d) (other than clause (ii) thereof), any Subsidiary of Group may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; (iii) as part of any sale, lease, transfer or other disposition not prohibited by Section 5.03(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in each casecase under this clause (c), immediately both before and immediately after giving effect thereto, no Event of Default event shall have occurred occur and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person continuing that becomes constitutes a Broker-Dealer Subsidiary upon consummation of such transactionDefault.

Mergers, Etc. Merge The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any Person or permit any Person to merge into itother Person, or liquidatesell, divide lease or dissolve, otherwise dispose of (whether in one transaction or permit any in a series of transactions) all or substantially all of its Subsidiaries Property to do any of the foregoingother Person (any such transaction, except a “consolidation”); provided that: (a) any Restricted Subsidiary may (i) any Subsidiary of participate in a consolidation with (A) the Borrower may merge into or consolidate with the Borrower or any other Subsidiary of the Borrower; (provided that in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the continuing or surviving entitycorporation), (B) any other Restricted Subsidiary (provided that if a Guarantor is a party to such transaction, the survivor is a Guarantor or becomes a party to the Guaranty Agreement as a Guarantor) or (C) subject to compliance with Section 9.14, any other Subsidiary or (ii) transfer all or substantially all of its assets to a Guarantor or a Person that becomes a party to the Guaranty Agreement as a Guarantor; (b) the Borrower or any Restricted Subsidiary may participate in a consolidation (other than as described in clause (a) above) if (i) at the time thereof and immediately after giving effect thereto, no Default shall occur and be continuing and no Borrowing Base Deficiency would result therefrom and (ii) the Borrower or such Restricted Subsidiary, as the case may be, is the surviving entity or the recipient of any such sale, lease or other disposition of Property, provided that no such consolidation shall have the effect of releasing the Borrower or any Guarantor from any of its Subsidiary may merge into obligations under this Agreement or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity and (ii) immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuingLoan Document; (iiic) as part PXP Acquisition LLC may merge with Pogo in accordance with the Merger Agreement; (d) any sale of all or substantially all of the assets of any sale, lease, transfer or other disposition not prohibited Restricted Subsidiary provided that such sale is permitted by Section 5.03(e9.12(d), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that immediately before and after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing; and (ive) any Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that continued existence and operation of such liquidation or dissolution Subsidiary is no longer in the best interest interests of the Borrower and its Subsidiaries taken as a whole (as reasonably determined by a Responsible Officer of the Borrower), (ii) such liquidation and dissolution is not materially disadvantageous in any material respect to the Lenders; provided, however, that in each case, and (iii) at the time thereof and immediately before and after giving effect thereto, no Event of Default shall have occurred occur and be continuing. Notwithstanding any other provision of this Section 5.03, the Borrower will not merge with or into, consolidate with, or liquidate or dissolve into any Person other than any other Broker-Dealer Subsidiary or any Person that becomes a Broker-Dealer Subsidiary upon consummation of such transactioncontinuing and no Borrowing Base Deficiency would result therefrom.