Common use of No Corporate Changes Clause in Contracts

No Corporate Changes. (i)Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a Borrower, such Borrower is the surviving entity, (y) a Secured Credit Party (but not a Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of such Persons is a Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, (c) any Subsidiary of CBI which is not a Credit Party may merge or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any Borrower’s or any of its Subsidiaries’ Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBI; provided, however, that upon ten (10) days’ notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i)Merge a) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) the Credit Parties subject to Section 7.15, Partners and its Subsidiaries may merge or consolidate with and into each other (as so long as) , if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) if such merger or consolidation involves a Secured Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the surviving entity, if such merger or consolidation involves a Credit Party (but and a Subsidiary that is not a Borrower)Credit Party, a Secured the Credit Party is the surviving entity entity, and if such merger or (z) consolidation involves a Guarantor but not a Secured Full Recourse Credit Party, such Guarantor a Full Recourse Credit Party is the surviving entity)) and the Credit Parties may engage in Permitted Acquisitions, (b) any Subsidiary of CBI may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of such Persons is a Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, (c) any Subsidiary of CBI which is not a Credit Party may merge or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any Borrower’s Credit Party's or any of its Subsidiaries’ Subsidiary's Articles or Certificate of Incorporation or other equivalent organizational document or form of organization in any manner adverse to the interests of the Agent or the Lenders or in any way which could reasonably be expected to have a Material Adverse Effect, (other than in connection with an Equity Issuance permitted hereunderc) without providing thirty (30) days prior written notice to the Agent (or such shorter period as determined by the Agent) and without filing (or confirming that the Agent has filed) such amendments to any previously filed financing statements as may be necessary to maintain perfection of the security interest created under the Credit Documents as the Agent may require, (i) change its state of incorporation or formation, (ii) change its registered corporate, limited liability company, or partnership name, (iii) alter change the location of its books and records from the locations set forth on Schedule 6.7, or modify any legal names(iv) change the location of its Collateral from the locations set forth for such Person on Schedule 6.7, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10d) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIother than a Permitted Line of Business; provided, however, that upon ten (10) days’ notice to notwithstanding the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest)foregoing, any corporation Credit Party may dissolve or liquidate any Subsidiary that is not a Credit Party and is not required to be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CILone pursuant hereto.

No Corporate Changes. (i)Merge i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) -------- -------- the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; provided, however, that upon ten (10) -------- ------- days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i)Merge i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; provided, however, that upon ten (10) days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i)Merge i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a Borrower, such Borrower is the surviving entity, (y) a Secured Credit Party (but not a Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of such Persons is a Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, (c) any Subsidiary of CBI which is not a Credit Party may merge or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Cxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any Borrower’s or any of its Subsidiaries’ Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBI; provided, however, that upon ten (10) days’ notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i)Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a Borrower, such Borrower is the surviving entity, (y) a Secured No Credit Party (but not a Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of such Persons is a Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party)shall, or (z) if neither shall permit any of such Persons is a Secured Credit Partyits Subsidiaries to, the surviving entity is a Guarantordirectly or indirectly, (c) any Subsidiary of CBI which is not a Credit Party may merge merge, consolidate or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) otherwise alter or modify any such Borrower’s 's or any such Subsidiary's Governing Documents, corporate name, jurisdiction of its Subsidiaries’ Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal namesincorporation, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification existence, or enter into or engage in any business, operation or activity materially different from that presently currently being conducted by CBI; providedsuch Borrower or such Subsidiary, howeverexcept that, provided that upon ten no Default or Event of Default shall exist or result therefrom, (10i) days’ notice any Credit Party (other than a Canadian Borrower) may merge into any other Credit Party, provided that if a Borrower is a party such merger, such Borrower shall be the continuing or surviving entity, (ii) any Canadian Borrower may merge into any other Canadian Borrower, (iii) any Subsidiary of a Borrower, or any other Person pursuant to the Agent (and subject an Investment permitted pursuant to the prior perfection of the Agent in the resulting limited liability company interestSection 8.9(g), any corporation may be converted merged or consolidated with or into another such Subsidiary or any other Borrower, provided that if a Borrower is a party such merger, such Borrower shall be the continuing or surviving entity, and (iv) Star Operating Company, or any Credit Party other than Holdings or a Borrower (other than Star Operating Company) may be sold or merged into another Person in connection with an Asset Sale permitted by Section 8.5, provided that, upon and as a condition precedent to any such sale or merger, Star Operating Company or such Credit Party shall cease to be a limited liability companyBorrower or Credit Party (as appropriate) and the Credit Parties shall enter into such documentation as the US Agent may deem appropriate to remove Star Operating Company as a Borrower or remove such Person as a Credit Party, as appropriate. Notwithstanding Furthermore, notwithstanding anything to the contrary in this the foregoing, a Credit Agreement, clauses Party may change its name or may modify its Governing Documents provided that (i) any such change to Governing Documents shall not be adverse to the interests of the Agents or the Lenders (as determined by the appropriate Agent in its Permitted Discretion) and (ii) such Credit Party delivers written notice of this Section 9.4 such change to the appropriate Agent no less than thirty (30) days in advance of the effectiveness of the change (or such lesser period as the Agent may agree in its discretion), which notice shall include copies of the documentation effecting any such change in a Credit Party's Governing Documents. No Subsidiary of Holdings may issue Capital Securities to a Person other than a Credit Party, except that a Foreign Subsidiary, the equity interests of which are not apply held by a Credit Party, may issue Capital Securities to CILanother Foreign Subsidiary or directors' qualifying shares.

No Corporate Changes. (i)Merge i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) -------- ------- the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; provided, however, that upon ten (10) -------- ------- days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i)Merge i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a Borrower, such Borrower is the surviving entity, (y) a Secured Credit Party (but not a Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of such Persons is a Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, (c) any Subsidiary of CBI which is not a Credit Party may merge or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBI; provided, however, that upon ten (10) days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i)Merge i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) -------- ------- the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; provided, however, that upon ten (10) -------- ------ days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i)Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a Borrower, such Borrower is the surviving entity, (y) a Secured Credit Party (but not a Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of such Persons is a Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, (c) any Subsidiary of CBI which is not a Credit Party may merge or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBI; provided, however, that upon ten (10) days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i)Merge i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; providedPROVIDED, howeverHOWEVER, that upon ten (10) days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.